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2019-12-16 City Council Agenda Packet
City Council 1 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Monday, December 16, 2019 Special Meeting Council Chambers 5:00 PM Agenda posted according to PAMC Section 2.04.070. Supporting materials are available in the Council Chambers on the Thursday 11 days preceding the meeting. PUBLIC COMMENT Members of the public may speak to agendized items; up to three minutes per speaker, to be determined by the presiding officer. If you wish to address the Council on any issue that is on this agenda, please complete a speaker request card located on the table at the entrance to the Council Chambers, and deliver it to the City Clerk prior to discussion of the item. You are not required to give your name on the speaker card in order to speak to the Council, but it is very helpful. Public comment may be addressed to the full City Council via email at City.Council@cityofpaloalto.org. TIME ESTIMATES Time estimates are provided as part of the Council's effort to manage its time at Council meetings. Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public. To ensure participation in a particular item, we suggest arriving at the beginning of the meeting and remaining until the item is called. HEARINGS REQUIRED BY LAW Applicants and/or appellants may have up to ten minutes at the outset of the public discussion to make their remarks and up to three minutes for concluding remarks after other members of the public have spoken. Call to Order Closed Session 5:00-5:30 PM 1.CONFERENCE WITH CITY ATTORNEY-POTENTIAL LITIGATION Subject: California Department of Labor Standards and Enforcement Complaint Filed by Yuki Matsuura (DLSE Case No. RCI-CM-609984) Authority: Potential Exposure to Litigation Under Government Code Section 54956.9(d)(2) (One Potential Case, as Defendant) Special Orders of the Day 5:30-6:00 PM 2.Appointment of Three Candidates to the Historic Resources Board and Four Candidates to the Parks and Recreation Commission for Three- year Terms Ending December 15, 2022; and one Candidate to the Planning and Transportation Commission for a Four-year Term Ending December 15, 2023 REVISED 2 December 16, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. AT THIS TIME COUNCIL WILL CONVENE TO A REGULAR MEETING MONDAY, DECEMBER 16, 2019 Regular Meeting Council Chambers 6:00 PM Study Session 6:00-7:00 PM 3.Library Advisory Commission Study Session Agenda Changes, Additions and Deletions City Manager Comments 7:00-7:10 PM Oral Communications 7:10-7:25 PM Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes. Minutes Approval 7:25-7:30 PM 4.Approval of Action Minutes for the December 2, 2019 Council Meeting Consent Calendar 7:30-7:35 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 5.Approval of Amendment Number 3 to Contract Number C17166284 With Forsys, Inc. for On-call SAP Project Support Services; and Amendment Number 2 to Contract Number C17166285 With Forsys, Inc. for On-call IT Project Support Services, Each to Extend the Term Through March 31, 2020 With an Optional Extension to June 30, 2020 6.Approval of Amendment Number 1 to Contract Number S19174467 With Buildingeye to add $179,250 for a Not-to-Exceed Amount of $229,250 and Extend the Contract for Three-years to Provide Visualization of Data for Building Permits, Planning Entitlements, and Code Enforcement Activities; and Approval of an Exemption From Solicitation 7.Approval of a Three-year Contract With North American Youth Athletics, LLC in the Amount of $285,000 for Soccer Classes and Camps 8.Approval of Contract Number C20174897 With Transmetro for the Operation of the Existing Palo Alto Crosstown Shuttle Service With Q&A Q&A 3 December 16, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Total Compensation Not-to-Exceed $1,139,347.50 Over a Three-year Term 9.Approval of the Following Contract Amendments for the City's Fair Value Commuting Project in Cooperation With the Federal Transit Administration: 1) Amendment Number 2 to Contract Number C19173096 With Prospect Silicon Valley to Extend the Term Through April 30, 2020 and Increase the Contract Limit by $26,000 to an Amount Not-to-Exceed $251,000; 2) Amendment Number 3 to Contract Number S17166237 With Hillary M. Rupert to Extend the Term Through May 31, 2020 and Increase the Contract Limit by $55,000 to an Amount Not-to-Exceed $327,200; and 3) Amendment Number 1 to Contract Number C19173099 With RideAmigos to Extend the Term Through March 31, 2020 and Increase the Contract Limit by $10,500 to an Amount Not-to-Exceed $160,850 10.Approval of Amendment Number 4 to Contract Number C12142180 Between the City of Palo Alto (on Behalf of the Joint Powers Board) and Midpeninsula Community Media Center, Inc. for Public, Education, and Government (PEG) Access Channel Support Services to Extend the Term to June 30, 2020 11.Adoption of a Resolution to Update the Municipal Penalty Schedule to Reflect the Re-numbered Fire Code 12.Approval of the City/School Liaison Committee Purpose Statement 13.Approval of Amendment Number 2 to Contract Number C16161182 With Freytag & Associates to Extend the Term of the Agreement to October 31, 2020 With no Additional Cost to the City for Professional Services Related to Airplane Noise Assessment and Mitigation Approval of the Letter to Senator Hill and Assemblymember BermanRegarding the FASTER Program Proposal Action Items Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 7:35-8:30 PM 14.PUBLIC HEARING: Adoption of a Resolution Amending Objective Standards for Wireless Communication Facilities (WCF) in the Public Rights of Way to Clarify Existing Standards and add new Standards Regarding the Prioritization, Placement, Location, and Design Criteria 13A. Q&A Q&A 4 December 16, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. 15.PUBLIC HEARING / QUASI-JUDICIAL: 4115 El Camino Real [18PLN-00238]: Approval of a one lot Tentative Map to Divide an Existing 0.36 Acre Parcel Into Seven Residential Condominiums, and two Commercial, and two Office Condominiums. Environmental Assessment: Mitigated Negative Declaration Adopted by the Director of Planning and Development Services on January 7, 2019. Zoning District: CN (Neighborhood Commercial) 9:05-9:45 PM 16.Approval of a Contract With the OIR Group in the Amount of $75,000 for Independent Police Auditing Services for a Three-year Period 9:45-10:00 PM 17.Approval of Annual Amendments to the Employment Agreements Between the City of Palo Alto and Council Appointed Officers and Authorization to Purchase Real Property in Accordance with City Manager Employment Agreement Council Member Questions, Comments and Announcements Members of the public may not speak to the item(s) Adjournment AMERICANS WITH DISABILITY ACT (ADA) Persons with disabilities who require auxiliary aids or services in using City facilities, services or programs or who would like information on the City’s compliance with the Americans with Disabilities Act (ADA) of 1990, may contact (650) 329-2550 (Voice) 24 hours in advance. 8:30-9:05 PM 5 December 16, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Additional Information Standing Committee Meetings Sp. Finance Committee Meeting December 17, 2019 Sp. City School Liaison Committee Meeting December 19, 2019 Schedule of Meetings Schedule of Meetings Tentative Agenda Tentative Agenda Informational Report Utilities Quarterly Report for Q4 Fiscal Year (FY) 2019 Annual Status Report on the Development Impact Fees Schedule Property Leases Entered Into by the City Manager Under Palo Alto Municipal Code Section 2.30.310(h), and Reported per Section Code 2.30.710 Fiscal Year 2019 City of Palo Alto Sales Tax Digest Summary for the First (Calendar) Quarter of 2019 (January - March 2019) Status Update of the Roth Building and Partnership With the Palo Alto History Museum Public Letters to Council 12/9/2019 Set 1 12/16/2019 Set 1 12/23/2019 Set 1 CITY OF PALO ALTO OFFICE OF THE CITY CLERK December 16, 2019 The Honorable City Council Palo Alto, California Appointment of Three Candidates to the Historic Resources Board and Four Candidates to the Parks and Recreation Commission for Three- year Terms Ending December 15, 2022; and one Candidate to the Planning and Transportation Commission for a Four-year Term Ending December 15, 2023 On Monday, December 16, 2019, the Council is scheduled to appoint three (3) candidates to the Historic Resources Board (HRB) and four (4) candidates to the Parks & Recreation Commission (PRC) for three-year terms ending December 15, 2022; and one (1) candidate to the Planning and Transportation Commission (PTC) for a four-year term ending December 15, 2023. Voting will be by paper ballot. Background On December 4, 2019 the Council interviewed applicants for the HRB, PRC, and PTC. Applications can be viewed online here. A recording of the interviews can be viewed online, within 48 hours of the interviews, on the City Council Agenda and Minutes Webpage. Historic Resources Board Vote to appoint three (3) positions on the HRB for three-year terms ending December 15, 2022. The first three candidates to receive at least four votes (required) will be appointed. The 4 HRB Candidates are as follows: 1. David Bower (Incumbent) 2. Valerie Driscoll 3. Christian Pease 4. Deborah Shepherd (Incumbent) Parks and Recreation Commission Vote to appoint four (4) positions on the PRC for three-year terms ending December 15, 2022. The first four candidates to receive at least four votes (required) will be appointed. The 8 PRC Candidates are as follows: 1. Adrianne Chang 2. Jeff LaMere (Incumbent) Page 2 3. Ryan McCauley (Incumbent) 4. Jackie Olson 5. Keith Reckdahl (Incumbent) 6. Mark Robinson 7. Curtis Smolar 8. Brent Kevin Yamashita Planning and Transportation Commission Vote to appoint one (1) position on the PTC for with a four-year term ending December 15, 2023. The first candidate to receive at least four votes (required) will be appointed. The 8 PTC Candidates are as follows: 1. Doug Burns 2. Rebecca Eisenberg 3. Angela Evans 4. Barton Hechtman 5. Karl Matzke 6. Randolph Tsien 7. Asher Waldfogel (Incumbent) 8. Christopher Kan Department Head: Beth Minor, City Clerk Page 3 City of Palo Alto (ID # 10931) City Council Staff Report Report Type: Study Session Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: Library Advisory Commission Study Session Title: Library Advisory Commission Study Session From: City Manager Lead Department: Library Potential Topics for Joint Meeting with the City Council and Library Advisory Commission: 1. Past Accomplishments 2. Discussion on Eliminating Library Fines 3. Discussion Regarding Disbanding of the Commission CITY OF PALO ALTO OFFICE OF THE CITY CLERK December 16, 2019 The Honorable City Council Attention: Finance Committee Palo Alto, California Approval of Action Minutes for the December 2, 2019 Council Meeting Staff is requesting Council review and approve the attached Action Minutes. ATTACHMENTS: • Attachment A: 12-02-19 DRAFT Action Minutes (PDF) Department Head: Beth Minor, City Clerk Page 2 CITY OF PALO ALTO CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 6 Special Meeting December 2, 2019 The City Council of the City of Palo Alto met on this date in the Council Chambers at 5:05 P.M. Present: Cormack, DuBois, Filseth, Fine, Kniss, Kou, Tanaka ARB Members: Baltay, Hirsch, Lew, Thompson Absent: Lee (Architectural Review Board Member) Study Session 1. Joint Study Session With the Architectural Review Board. NO ACTION TAKEN Special Orders of the Day 2. Proclamation Recognizing Carol Macpherson on her Retirement From Rinconada Masters. NO ACTION TAKEN Agenda Changes, Additions and Deletions None Minutes Approval 3. Approval of Action Minutes for the November 4 and November 18, 2019 Council Meetings. MOTION: Mayor Filseth moved, seconded by Council Member Kniss to approve the Action Minutes for the November 4 and November 18, 2019 Council Meetings. MOTION PASSED: 7-0 DRAFT ACTION MINUTES Page 2 of 6 City Council Meeting Draft Action Minutes: December 2, 2019 Consent Calendar Council Member Cormack registered a no vote on Agenda Item Number 8. Council Member Tanaka registered a no vote on Agenda Item Numbers 4, 5, 6, and 8. Mayor Filseth registered a no vote on Agenda Item Number 8. MOTION: Council Member Kniss moved, seconded by Council Member DuBois to approve Agenda Item Numbers 4-9. 4. Approval of Contract Number C20175534A With MuniServices, LLC for Tax and Fee Consulting Services in a Total Not-to-Exceed Amount of $700,000 Over a Five-year Term; and Approval of a Budget Amendment in the General Fund. 5. Approval and Authorization for the City Manager or Designee to Execute Amendment Number 1 to Contract Number S17165514 With Clean Power Research, LLC for the Provision of a Web-based Solar Photovoltaic (PV) and Electric Vehicle (EV) Calculator for City of Palo Alto Utility (CPAU) Customers, Increasing the Term for Five Years and Increasing Compensation by $275,000, for a Total Not-to-Exceed Amount of $410,000. 6. Approval of Amendment Number 4 With Verizon Wireless Through December 31, 2020, Utilizing the Western State Contracting Alliance (WSCA) Contract 1907, California Participating Addendum, a Cooperative Agreement for Wireless, Voice and Broadband Services, Accessories, and Equipment for an Annual Cost of Approximately $300,000. 7. Resolution 9871 Entitled, “Resolution of the Council of the City of Palo Alto Amending Utility Rate Schedule E-15 (Electric Service Connection Charges) and Approving Updates to the City's Program for the use of Revenues From the Sale of Low Carbon Fuel Standard Credits.” 8. Approval of a Budget Amendment in the General Fund for Amendment Number 2 to Contract Number C18171717 With Perkins + Will to Provide Professional Services Related to the Preparation of the North Ventura Coordinated Area Plan (NVCAP) (Continued From November 18, 2019). 9. Ordinance 5485 Entitled, “Ordinance of the Council of the City of Palo Alto Repealing Chapter 16.17 of Title 16 (Building Regulations) Related DRAFT ACTION MINUTES Page 3 of 6 City Council Meeting Draft Action Minutes: December 2, 2019 to the California Energy Code and Adopting a new Chapter 16.17 Incorporating the 2019 California Energy Code With Local Amendments and Amendments to Title 24, Chapter 6 of the California Code of Regulation (FIRST READING: November 4, 2019, PASSED 7- 0).” MOTION PASSED FOR AGENDA ITEM NUMBERS 4-6: 6-1 Tanaka no MOTION FAILED FOR AGENDA ITEM NUMBER 8: 4-3 Cormack, Filseth, Tanaka no MOTION PASSED FOR AGENDA ITEM NUMBERS 7, 9: 7-0 Action Items 10. Colleagues’ Memo From Council Members DuBois and Kou Regarding Potential Adoption of an Urgency Ordinance to Provide Just Cause Eviction Protections to Tenants Until California State Assembly Bill 1482 Takes Effect on January 1, 2020 (Continued From November 18, 2019). Council Member Kniss advised she would not participate in this item due to owning rental property in Palo Alto. MOTION: Council Member DuBois moved, seconded by Council Member Kou to adopt an Urgency Ordinance to temporarily prohibit no-fault evictions through December 31, 2019 for all residential real property that will be covered by Assembly Bill 1482 beginning on January 1, 2020. AMENDMENT: Council Member Tanaka moved, seconded by Council Member XX to continue this item to December 9, 2019 to allow Staff time to do outreach to those affected by this Urgency Ordinance. AMENDMENT FAILED DUE TO THE LACK OF A SECOND MOTION FAILED: 5-1 Tanaka no, Kniss recused MOTION: Council Member DuBois moved, seconded by Council Member Kou to bring this Urgency Ordinance back to Council on the December 9, 2019 Consent Calendar and direct Staff to do additional outreach on this issue prior to that meeting. MOTION PASSED: 6-0 Kniss recused DRAFT ACTION MINUTES Page 4 of 6 City Council Meeting Draft Action Minutes: December 2, 2019 11. Discussion Regarding Participation of Palo Alto Hotels in the San Mateo County Tourism Business Improvement District and Potential Adoption of a Resolution Requesting Withdrawal. MOTION: Council Member Tanaka moved, seconded by Mayor Filseth to: A. Allow the monetary majority of hotels to decide whether or not to withdraw from the San Mateo County Tourism Business Improvement District; and B. Continue to fund the Palo Alto Chamber of Commerce SUBSTITUTE MOTION: Council Member Kou moved, seconded by Council Member Kniss to direct Staff to: A. Monitor the progress of the San Mateo County/Silicon Valley Convention and Visitors Bureau to: i. Demonstrate its value to the City of Palo Alto; ii. Work with all hotels in the City of Palo Alto to resolve key concerns regarding the San Mateo County Tourism Business Improvement District; and B. Return to the City Council in Autumn of 2020 with a status report and Staff recommendation regarding continued participation in the San Mateo County Tourism Business Improvement District (TBID) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to direct Staff to request a response from each hotel property on whether or not they would like to remain in the TBID SUBSTITUTE MOTION RESTATED: Council Member Kou moved, seconded by Council Member Kniss to direct Staff to: A. Monitor the progress of the San Mateo County/Silicon Valley Convention and Visitors Bureau to: i. Demonstrate its value to the City of Palo Alto; ii. Work with all hotels in the City of Palo Alto to resolve key concerns regarding the San Mateo County Tourism Business Improvement District; DRAFT ACTION MINUTES Page 5 of 6 City Council Meeting Draft Action Minutes: December 2, 2019 B. Return to the City Council in Autumn of 2020 with a status report and Staff recommendation regarding continued participation in the San Mateo County Tourism Business Improvement District (TBID); and C. Direct Staff to request a response from each hotel property on whether or not they would like to remain in the TBID SUBSTITUTE MOTION AS AMENDED PASSED: 5-2 Filseth, Tanaka no MOTION: Mayor Filseth moved, seconded by Council Member Cormack to continue Agenda Item Number 13, “CONFERENCE WITH REAL PROPERTY NEGOTIATORS…” to December 9, 2019 MOTION PASSED: 7-0 12. Review and Direction to Staff on the Outline and Framework of Initial Round of Polling for a Potential Local Tax Measure. MOTION: Vice Mayor Fine moved, seconded by Council Member Cormack to direct Staff to proceed with the initial outline and framework as detailed by the City’s polling consultant, Fairbank, Maslin, Maullin, Metz & Associates (“FM3”), in regards to assessing a potential local tax ballot measure. MOTION PASSED: 6-1 Tanaka no Closed Session 13. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Authority: Government Code Section 54956.8 Properties: (1) 2416-2460 Park Boulevard (APN 124-29-002); and (2) 249-251 California Avenue (APN 124-29-007); Negotiating Parties: City of Palo Alto; and (1) Marthe Raymann, as Successor Trustee of The Alois and Marthe Raymann Trust Dated July 17,1991; and (2) Duca and Hanley Properties, Inc., a Corporation; City Negotiators: Ed Shikada, Monique le Conge Ziesenhenne, Brad Eggleston, Kiely Nose, and Sunny Tong Subject of Potential Negotiations: Price and Terms of Payment for Subsurface Easements Related to Construction of the Public Safety Building at 250 Sherman Avenue. 14. CONFERENCE WITH LABOR NEGOTIATORS Agency Negotiators: Mayor and City Council Members Unrepresented Employees: City Manager, City Attorney, City Clerk Authority: Government Code Section 54957.6(a). DRAFT ACTION MINUTES Page 6 of 6 City Council Meeting Draft Action Minutes: December 2, 2019 MOTION: Council Member Fisleth moved, seconded by Vice Mayor Fine to go into Closed Session. MOTION PASSED: 7-0 Council went into Closed Session at 10:55 P.M. Council returned from Closed Session at 11:45 P.M. Mayor Filseth announced no reportable action. Adjournment: The meeting was adjourned at 11:45 P.M. City of Palo Alto (ID # 10684) City Council Staff Report Report Type: Consent Calendar Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: Amendment to Extend Term on Contracts with Forsys, Inc. Title: Approval of Amendment Number 3 to Contract Number C17166284 With Forsys, Inc. for On-call SAP Project Support Services, and Amendment Number 2 to Contract Number C17166285 With Forsys, Inc. for On-call IT Project Support Services, Each to Extend the Term Through March 31, 2020 With an Optional Extension to June 30, 2020 From: City Manager Lead Department: IT Department Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute the attached Amendment No. 3 to Contract C17166284 with Forsys, Inc. (Attachment A), to extend the term through March 31, 2020 for on-call, time-limited, SAP project support services; and 2. Approve and authorize the City Manager or his designee to execute the attached Amendment No. 2 to Contract C17166285 with Forsys, Inc. (Attachment B), to extend the term through March 31, 2020 for on-call, time-limited, IT project support services. 3. Approve and authorize the City Manager or his designee to approve an optional extension of the term through June 30, 2020 for contracts C17166284 and C17166285 with Forsys, Inc. In the event that the execution of the new contracts resulting from two Request for Proposals are not yet completed by March of 2020. Background The City entered into a contract with Forsys, Inc. for SAP on-call, time-limited project support services in Fiscal Year 2016 through RFP 161012 (CMR 5956) and (CMR 7868) and for IT on-call, time-limited project support services in Fiscal Year 2014 through RFP 152474 (CMR 4677) and (CMR 5454). Forsys, Inc. makes an array of specialized expertise available to the City for on-call, time-limited project support services to help the City with specialized short-term City of Palo Alto Page 2 projects for the Information Technology Department and SAP-specific projects. On July 16, 2019, two RFP’s were issued for SAP and IT on-call project support services vendors. The proposals that were submitted from both RFP’s are currently being evaluated by City Staff. Once vendors have been selected and contracts have been negotiated, staff will come back to Council to seek approval to move forward with new contracts. Discussion Under Palo Alto Municipal Code (PAMC) section 2.30.290(b)(1), the City Manager is authorized to extend the term of a contract that was previously approved by Council for a period not to exceed six months from the contract expiration date at no added cost to the City. Amendment to Contract No. C17166284 and an amendment to Contract No. C17166285 were executed by the City Manager to extend the contract term of each by six months, from June 30, 2019 to December 31, 2019, at no added cost (Attachments C and D). An Intent to Award is currently being issued to vendors from both RFP’s for on-call, time-limited project support services, and, in order to continue services and projects as staff completes the procurement process, staff requests Council approval to extend the term of both contracts with Forsys, Inc. through March 31, 2020. In the event that the new contracts have not been fully executed in March, staff is recommending that Council approve an amendment to extend these two contracts with Forsys, Inc. through June 30, 2020. Examples of projects receiving on-call, time-limited support include: • ERP Data Cleansing and Governance activities to prep SAP for the upcoming upgrade • Mandatory SAP HR Support Pack Deployment • Smart Energy Water Smart Customer Mobile [My Utility Account 2.0] Deployment • SAP bug fixes • Image and inventory new laptops for City Staff as part of the Citywide hardware refresh cycle Stakeholder Engagement Contracts C17166284 and C17166285 with Forsys, Inc. followed the City’s standard Request for Proposal process. Resource Impact Funding for both contracts is included in the Fiscal Year 2020 Adopted Budget as part of the Technology Fund operating budget. Environmental Review This is not a project under the California Environmental Quality Act (CEQA). Attachments: City of Palo Alto Page 3 • Attachment A: C17166284 Forsys Inc_ SAP_Amendment 3_FINAL • Attachment B: C17166285 Forsys Inc_ IT _Amendment 2_FINAL • Attachment C: C17166284 Forsys Inc - Amdt. No. 2 - FINAL.doc • Attachment D: C17166285 Forsys Inc - Amdt. No. 1 - FINAL.doc Vers.: Aug. 5, 2019 Page 1 of 4 AMENDMENT NO. 3 TO CONTRACT NO. C17166284 BETWEEN THE CITY OF PALO ALTO AND FORSYS, INC. This Amendment No. 3 (this “Amendment”) to Contract No. C17166284 (the “Contract” as defined below) is entered into as of December 2, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and FORSYS, INC., a California corporation, located at 691 S. Milpitas Boulevard, Suite 203, Milpitas, CA 95035 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of SAP project support services, as detailed therein. B. The Contract was amended by Amendment No.1 to extend the term of the Contract for six months through June 30, 2019 and to increase the total not- to- exceed amount of compensation by an amount not to exceed One Hundred Thousand Dollars ($100,000) per contract year, from Two Hundred Fifty Thousand Dollars ($250,000) per contract year, to a new total not-to-exceed amount of Three Hundred Fifty Thousand Dollars($350,000) per contract year, as detailed therein. C. The Contract was amended by Amendment No.2 to extend the contract term for six months through December 31, 2019 and replace Exhibit “B” (“Schedule of Performance”), as detailed therein. D. The PARTIES now wish to amend the Contract to extend the contract term for three months through March 31, 2020 and replace Exhibit “B” (“Schedule of Performance”), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C17166284 between CONSULTANT and CITY, dated October 1, 2016, as amended by: Amendment No.1, dated April 18, 2017 Amendment No.2, dated July 10, 2019 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. DocuSign Envelope ID: 76595860-1466-43E8-81E2-A7F95DD7A289 Vers.: Aug. 5, 2019 Page 2 of 4 SECTION 2. Section 2, “TERM” of the Contract is hereby amended to read as follows: The term of this Agreement shall be from the date of its full execution through March 31, 2020, unless terminated earlier pursuant to Section 19 of this Agreement. Each “contract year” of the Agreement shall be defined as follows: Contract year 1: 10/01/2016 – 12/31/2016 Contract year 2: 01/01/2017 – 06/30/2017 Contract year 3: 07/01/2017 – 06/30/2018 Contract year 4: 07/01/2018 – 06/30/2019 Contract year 5 (partial): 07/01/2019 – 3/31/2020 SECTION 3. The following exhibit to the Contract is hereby deleted and replaced in the entirety, as indicated below, to read as set forth in the attachment to this Amendment, which is hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, of the Contract is hereby deleted and replaced in its entirety to read as attached to this Amendment as Exhibit “B”, entitled “SCHEDULE OF PERFORMANCE, AMENDMENT No. 3”. SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: 76595860-1466-43E8-81E2-A7F95DD7A289 Vers.: Aug. 5, 2019 Page 3 of 4 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager (Contract over $85k) APPROVED AS TO FORM: City Attorney or designee (Contract over $25k) FORSYS, INC. Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 3” (AMENDED-REPLACES PREVIOUS) DocuSign Envelope ID: 76595860-1466-43E8-81E2-A7F95DD7A289 VP Strategic Accounts Ramesh Konda Sindhu Mansanpally HR Manager Vers.: Aug. 5, 2019 Page 4 of 4 EXHIBIT “B” SCHEDULE OF PERFORMANCE, AMENDMENT NO. 3 (AMENDED – REPLACES PREVIOUS) CONSULTANT shall perform services so as to complete each task order within the time specified below. CONSULTANT shall provide a detailed schedule of work consistent with the schedule upon the issuance of a task order within 1 week of receipt of the notice to proceed (NTP). Task Completion From NTP Continuous ON-Call Services through March 31, 2020 DocuSign Envelope ID: 76595860-1466-43E8-81E2-A7F95DD7A289 Vers.: Aug. 5, 2019 Page 1 of 4 AMENDMENT NO. 2 TO CONTRACT NO. C17166285 BETWEEN THE CITY OF PALO ALTO AND FORSYS, INC. This Amendment No. 2(this “Amendment”) to Contract No. C17166285 (the “Contract” as defined below) is entered into as of December 2, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and FORSYS, INC., a California corporation, located at 691 S. Milpitas Boulevard, Suite 203, Milpitas, CA 95035 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of Information Technology project support services, as detailed therein. B. The PARTIES now wish to amend the Contract to extend the contract term for three months through March 31, 2020 and replace Exhibit “B” (“Schedule of Performance”), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C17166285 between CONSULTANT and CITY, dated October 1, 2016, as amended by: Amendment No.1, dated July 10, 2019 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2, “TERM” of the Contract is hereby amended to read as follows: The term of this Agreement shall be from the date of its full execution through March 31, 2020 unless terminated earlier pursuant to Section 19 of this Agreement. DocuSign Envelope ID: 5D50A815-3770-4D54-AADC-80EF9512D9F4 Vers.: Aug. 5, 2019 Page 2 of 4 SECTION 3. The following exhibit to the Contract is hereby deleted and replaced in the entirety, as indicated below, to read as set forth in the attachment to this Amendment, which is hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “B” entitled “SCHEDULE OF PERFROMANCE”, of the Contract is hereby deleted and replaced in its entirety to read as attached to this Amendment as Exhibit “B”, entitled “SCHEDULE OF PERFORMANCE, AMENDMENT No. 2” (AMENDED – REPLACES PREVIOUS). SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: 5D50A815-3770-4D54-AADC-80EF9512D9F4 Vers.: Aug. 5, 2019 Page 3 of 4 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager (Contract over $85k) APPROVED AS TO FORM: City Attorney or designee (Contract over $25k) FORSYS, INC. Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT No. 2” (AMENDED-REPLACES PREVIOUS) DocuSign Envelope ID: 5D50A815-3770-4D54-AADC-80EF9512D9F4 VP Strategic Accounts Ramesh Konda HR Manager Sindhu Mansanpally Vers.: Aug. 5, 2019 Page 4 of 4 EXHIBIT “B” SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2 (AMENDED – REPLACES PREVIOUS) CONSULTANT shall perform services so as to complete each task order within the time specified below. CONSULTANT shall provide a detailed schedule of work consistent with the schedule upon the issuance of a task order within 1 week of receipt of the notice to proceed (NTP). Task Completion From NTP Continuous ON-Call Services through March 31, 2020 DocuSign Envelope ID: 5D50A815-3770-4D54-AADC-80EF9512D9F4 Revision July 20, 2016 Page 1 of 4 AMENDMENT NO. 2 TO CONTRACT NO. C17166284 BETWEEN THE CITY OF PALO ALTO AND FORSYS, INC. This Amendment No. 2 (this “Amendment”) to Contract No. C17166284 is entered into as of July 10, 2019 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and FORSYS, INC., a California corporation, located at 6036 Stevenson Boulevard, Fremont, CA 94538 (“CONSULTANT”). CITY and CONSULTANT are also referred to herein collectively as the “PARTIES.” R E C I T A L S A. The Contract (as defined below) was entered into between the PARTIES for the provision of SAP project support services, as detailed therein. B. The Contract was amended by Amendment No.1 to extend the term of the Contract for six months through June 30, 2019 and to increase the total not- to- exceed amount of compensation by an amount not to exceed One Hundred Thousand Dollars ($100,00) per contract year, from Two Hundred Fifty Thousand Dollars ($250,000) per contract year, to a new total not- to-exceed amount of Three Hundred Fifty Thousand Dollars($350,000) per contract year, as detailed therein. C. The PARTIES now wish to amend the Contract to extend the contract term for six months through December 31, 2019 and replace Exhibit “B” (“Schedule of Performance”), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the PARTIES agree as follows: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C17166284, entered into on October 1, 2016, between the PARTIES, as amended by: Amendment No. 1, entered into on April 18, 2017 between the PARTIES. b. Other Terms. Terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2, “TERM”, of the Contract is hereby amended to read as follows: The term of this Agreement shall be from the date of its full execution through December 31, 2019, unless terminated earlier pursuant to Section 19 of this Agreement. Each “contract year” of the Agreement shall be defined as follows: Contract year 1: 10/01/2016 – 12/31/2016 DocuSign Envelope ID: 0AFF4364-94CD-4107-B599-F76705049B8B Revision July 20, 2016 Page 2 of 4 Contract year 2: 01/01/2017 – 06/30/2017 Contract year 3: 07/01/2017 – 06/30/2018 Contract year 4: 07/01/2018 – 06/30/2019 Contract year 5 (partial): 07/01/2019 – 12/31/2019 SECTION 3. The following exhibit to the Contract is hereby deleted and replaced in the entirety, as indicated below, to read as set forth in the attachment to this Amendment, which is hereby incorporated into this Amendment as though fully set forth herein, and into the Contract as though fully set forth therein, respectively, by this reference. a. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE” of the Contract is hereby deleted and replaced in its entirety to read as attached to this Amendment as Exhibit “B”, entitled “SCHEDULE OF PERFORMANCE, AMENDMENT No. 2”. SECTION 4. Legal Effect. Except as herein modified, all other provisions of the Contract, including any exhibits, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are hereby fully incorporated herein by this reference. (Continued on the next page.) DocuSign Envelope ID: 0AFF4364-94CD-4107-B599-F76705049B8B Revision July 20, 2016 Page 3 of 4 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the PARTIES have by their duly authorized representatives executed this Amendment effective as of the date first above written above. CITY OF PALO ALTO _____________________________ City Manager (Contract over $85k) APPROVED AS TO FORM: _____________________________ City Attorney or designee (Contract over $25k) FORSYS, INC. By:__________________________ Name:_______________________ Title:________________________ By:__________________________ Name:_______________________ Title:________________________ Attachment: Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT No. 2” (AMENDED-REPLACES PREVIOUS) DocuSign Envelope ID: 0AFF4364-94CD-4107-B599-F76705049B8B Ramesh Konda VP Strategic Accounts HR Manager Sindhu Mansanpally Revision July 20, 2016 Page 4 of 4 EXHIBIT “B” SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2 (AMENDED – REPLACES PREVIOUS) CONSULTANT shall perform services so as to complete each task order within the time specified below. CONSULTANT shall provide a detailed schedule of work consistent with the schedule upon the issuance of a task order within 1 week of receipt of the notice to proceed (NTP). Task Completion From NTP Continuous ON-Call Services through December 31, 2019 DocuSign Envelope ID: 0AFF4364-94CD-4107-B599-F76705049B8B Revision July 20, 2016 Page 1 of 4 AMENDMENT NO. 1 TO CONTRACT NO. C17166285 BETWEEN THE CITY OF PALO ALTO AND FORSYS, INC. This Amendment No. 1 (this “Amendment”) to Contract No. C17166285 is entered into as of July 10, 2019 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and FORSYS, INC., a California corporation, located at 691 S. Milpitas Boulevard, Suite 203, Milpitas, CA 95035 (“CONSULTANT”). CITY and CONSULTANT are also referred to herein collectively as the “PARTIES.” R E C I T A L S A. The Contract (as defined below) was entered into between the PARTIES for the provision of Information Technology project support services, as detailed therein. C. The PARTIES now wish to amend the Contract to extend the contract term for six months through December 31, 2019 and replace Exhibit “B” (“Schedule of Performance”), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the PARTIES agree as follows: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C17166285, entered into on October 1, 2016, between the PARTIES. b. Other Terms. Terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2, “TERM”, of the Contract is hereby amended to read as follows: The term of this Agreement shall be from the date of its full execution through December 31, 2019 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. The following exhibit to the Contract is hereby deleted and replaced in the entirety, as indicated below, to read as set forth in the attachment to this Amendment, which is hereby incorporated into this Amendment as though fully set forth herein, and into the Contract as though fully set forth therein, respectively, by this reference. a. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE” of the Contract is hereby deleted and replaced in its entirety to read as attached to this Amendment as Exhibit “B”, entitled “SCHEDULE OF PERFORMANCE, AMENDMENT No. 1”. DocuSign Envelope ID: 7589AD52-0B09-4FA5-A484-DB849222577D Revision July 20, 2016 Page 2 of 4 SECTION 4. Legal Effect. Except as herein modified, all other provisions of the Contract, including any exhibits, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are hereby fully incorporated herein by this reference. (Continued on the next page.) DocuSign Envelope ID: 7589AD52-0B09-4FA5-A484-DB849222577D Revision July 20, 2016 Page 3 of 4 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the PARTIES have by their duly authorized representatives executed this Amendment effective as of the date first above written above. CITY OF PALO ALTO _____________________________ City Manager (Contract over $85k) APPROVED AS TO FORM: _____________________________ City Attorney or designee (Contract over $25k) FORSYS, INC. By:__________________________ Name:_______________________ Title:________________________ By:__________________________ Name:_______________________ Title:________________________ Attachment: Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT No. 1” (AMENDED-REPLACES PREVIOUS) DocuSign Envelope ID: 7589AD52-0B09-4FA5-A484-DB849222577D VP Strategic Accounts Ramesh Konda Sindhu Mansanpally HR Manager Revision July 20, 2016 Page 4 of 4 EXHIBIT “B” SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1 (AMENDED – REPLACES PREVIOUS) CONSULTANT shall perform services so as to complete each task order within the time specified below. CONSULTANT shall provide a detailed schedule of work consistent with the schedule upon the issuance of a task order within 1 week of receipt of the notice to proceed (NTP). Task Completion From NTP Continuous ON-Call Services through December 31, 2019 DocuSign Envelope ID: 7589AD52-0B09-4FA5-A484-DB849222577D City of Palo Alto (ID # 10774) City Council Staff Report Report Type: Consent Calendar Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: Amendment of Buildingeye Contract Title: Approval of Amendment Number 1 to Contract Number S19174467 With Buildingeye to add $179,250 for a Not-to-Exceed Amount of $229,250 and Extend the Contract for Three Years to Provide Visualization of Data for Building Permits, Planning Entitlements and Code Enforcement Activities and Approval of an Exemption From Solicitation From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends that the City Council approve an exemption from solicitation under Palo Alto Municipal Code (PAMC) 2.30.320 and authorize the City Manager to approve Amendment No. 1 to Contract S19174467 (Attachment B) with Buildingeye to add $179,250 for an amount not-to- exceed $229,250 and extend the contract through December 31, 2022. Background The City currently has a $50,000 General Services Agreement with Buildingeye to provide visualization of data for projects going through building, planning and code enforcement processes utilizing the City’s Accela Enterprise Resource Planning (ERP) System. Buildingeye communicates this information through a mapping interface accessible to the public through any device (laptop, smartphone, etc.). In addition, Buildingeye allows users to register for an email alert on new planning, building, or code enforcement records created based on a neighborhood or a given radius around a chosen property. The map can be filtered in several ways including, but not limited to, filtering for a specific address, different application types, application submittal or case opened dates, and application or case status. The mapping interface is provided in three modules aligned with department functions such as planning entitlements, building permits and code enforcement cases and allows the user to view information and search for applications or cases in one map. Discussion City of Palo Alto Page 2 The City introduced the Planning Entitlement Module to the public in early 2014 and received positive responses from the community, garnering over 4,500 visits to the mapping interface during its first year. The public, for the first time, could obtain accurate and timely general information on planning entitlement applications and status without visiting the Development Services Public Information Counter. Following the success of the Planning Entitlement Module, the Development Services Department entered into a separate agreement with Buildingeye to plan and implement a Building Permit Module within the Buildingeye mapping interface to further enhance the public user experience by allowing the user to ‘follow’ a project from the planning entitlement process though the building permit and construction process on one platform. The development and implementation of the Code Enforcement Module followed shortly thereafter and appended to the Buildingeye mapping interface in 2018. The three modules now allow a public user access to years of data and information on planning entitlements, building permits, and code enforcement cases in one user-friendly and intuitive mapping interface. Figure 1: A screen capture of the Buildingeye module. Buildingeye’s service and mapping interface application has matured and is now a familiar resource for the public with over 7,300 visits from January 2019 thru September 2019. That amounts to over 800 visits per month to obtain general information on projects and cases outside of the Development Services Center. Staff is requesting Council approval of an exemption from solicitation for this contract extension as it would be impractical to solicit. Buildingeye Inc’s online service and application is proprietary and therefore can only be maintained and updated by Buildingeye Inc. Last year, the City entered into a $50,000 one-year agreement with Buildingeye with the intent of combining the three modules into one contract to simplify the subscription renewal process. Staff is requesting an extension of this one-year agreement which will enable the City to City of Palo Alto Page 3 continue its Buildingeye subscription for all three modules for the next three years. This will provide the public uninterrupted service and the ability to provide necessary enhancements or customization to the existing modules. During this time period, the City will pursue its Geographic Information System (GIS) modernization project. This approach will give the City time to prepare and potentially provide internal and more sustainable solutions through the City’s ongoing Geographic Information System modernization project without negatively affecting the public’s ability to access information in the meantime. Should the City’s modernized GIS system be ready before December 2022, Buildingeye’s services will be reevaluated and the department may decide to terminate the contract at that point. Policy Implications The extension of the Buildingeye service is consistent with Comprehensive Plan Goals, Policies and Programs: Policy G-1.1 Maintain public trust through transparency and accountability on planning issues. Program G1.1.1 Consider making data available at a transactional level on the Open Data Portal. Policy G-1.2 Enhance communication between community members, neighborhood associations, other organizations and the City Council by providing access to information and opportunities for engagement through technology and other methods. Stakeholder Outreach Currently, the three modules of Buildingeye generate an average of over 400 unique visitors and 800 visits per month and the general feedback for the convenience and ease of use have been overwhelmingly positive. Resource Impact At the current rate of utilization, amending the Buildingeye contract to an amount not to exceed $229,250 will provide uninterrupted service through December 2022. This contract amendment will be funded by revenues from those fees which are reflected in the Fiscal Year 2020 Adopted Operating Budget. Tech Enhancement fees are built into the fees for services charged to customers of the Planning and Development Services Department. Environmental Review This project is exempt from environmental review under Section 15061 of the California Environmental Quality Act Guidelines. Attachments: City of Palo Alto Page 4 Attachment A: S19174467 - Current Buildingeye Contract (PDF) Attachment B: Amendment Number 1 to Contract Number S19174467 With Buildingeye (PDF) 1 City of Palo Alto General Services Agreement Rev. March 29, 2018 CITY OF PALO ALTO CONTRACT NO. S19174467 GENERAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on the 14th day of January, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and BUILDINGEYE, INC., a Delaware corporation, located at 100 Pine Street, #1250, San Francisco, California, 94111, Telephone (888) 800-1928 (“CONTRACTOR”). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the “Services”) described in the Scope of Services, attached at Exhibit A. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: “A” - Scope of Services “A-1” – On-Call Task Order (Optional) “B” - Schedule of Performance “C” – Schedule of Fees “D” - Insurance Requirements “E” – Information Privacy Policy 3. TERM. The term of this Agreement is from January 15, 2019 to December 31, 2019 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any: A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Fifty DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 2 City of Palo Alto General Services Agreement Rev. March 29, 2018 Thousand dollars ($50,000.00). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. 6. COMPENSATION DURING ADDITIONAL TERMS. CONTRACTOR’S compensation rates for each additional term shall be the same as the original term; 7. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 7, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in “Appendix Projects”. Claims for Public Contract Code Section 9204 Public Works This project is not a 9204 Public Works Project. 8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is: Khashayar Alaee, Development Center, Telephone: (650) 329-2230. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 3 City of Palo Alto General Services Agreement Rev. March 29, 2018 certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR’s business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR’s performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 4 City of Palo Alto General Services Agreement Rev. March 29, 2018 to the CITY occurring in connection with CONTRACTOR’s performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR’s request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR’s work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY’S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR’s records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 5 City of Palo Alto General Services Agreement Rev. March 29, 2018 Exhibit D. Insurance must be provided by companies with a Best’s Key Rating of A-:VII or higher and which are otherwise acceptable to CITY’s Risk Manager. The Risk Manager must approve deductibles and self-insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement. O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR’s obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 6 City of Palo Alto General Services Agreement Rev. March 29, 2018 color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause by giving Fifteen (15) days’ prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 7 City of Palo Alto General Services Agreement Rev. March 29, 2018 representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California. V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements: All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double- sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks. Goods purchased by Contractor on behalf of CITY shall be purchased in DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 8 City of Palo Alto General Services Agreement Rev. March 29, 2018 accordance with CITY’s Environmental Purchasing Policy including, but not limited to, Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. Reusable/returnable pallets shall be taken back by CONTRACTOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. OR Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the Agreement for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. AA.DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 9 City of Palo Alto General Services Agreement Rev. March 29, 2018 CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded.” CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request. DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 10 City of Palo Alto General Services Agreement Rev. March 29, 2018 [For state- and federally-funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10-day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR’s proposal, the exhibits shall control. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO BUILDINGEYE, INC. Approved as to form: DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 Chief Operating Officer Ronan Barrett Albert S Yang Senior Deputy City Attorney Chris Anastole Contract Administrator 11 City of Palo Alto General Services Agreement Rev. March 29, 2018 EXHIBIT A SCOPE OF SERVICES The services provided by CONSULTANT will provide visualization of data for projects going through or in the building, planning and code enforcement processes at the CITY and to communicate this information to citizens through a mapping interface. In addition, email notification-based alerts will be provided based on neighborhood or a given radius around a chosen property. The map can be filtered to search for different permit types. This will also allow users in Palo Alto to alternate their search between projects going through the building permit, planning and code enforcement processes on the one map. The scope of services provides for historical data for five (5) years and professional services for integration. The application will provide visualization data for cases going through the City’s Accela ERP system, the City’s review process and to communicate this information to citizens and staff. In addition, email notification alerts can be provided based on a neighborhood or a chosen area of interest. Descriptive statements in this Scope of Services shall be interpreted as prescriptive with respect to the product and functionality to be provided by CONSULTANT. Functionality Requirements & Web Service Compatibility The CONSULTANT will provide visualization of data on a web application (compatible for mobile and tablet) with the ability to filter applications by keyword, application type, timeframe and status. The map icons will be dynamic and produce an information window with metadata on the application/project and a link to further information to the CITY’s software system (currently Accela ACA). The CONSULTANT will enable users to create an email alert which notifies them of a new project or case within their chosen area. Alert frequencies can be adjustable with options for biweekly, weekly and monthly. The application will be compatible across all standard based web browsers on Desktop, Tablet and Mobile devices. Software The software (‘buildingeye’) is independent and works with all major back office software system providers; these include Accela, Central Square (CRW), Tylertech, Computronix, Harris, Infor, GovSense, Socrata and Junar. Buildingeye extracts data from many sources and systems including csv/xls formatted files. Functional Specification & Deliverables 1. Front-end design & Mapping Interface 2. Filter tools. 3. Email account / alerts. DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 12 City of Palo Alto General Services Agreement Rev. March 29, 2018 4. Data supply. 5. Hosting. 6. Access to Source Data DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 13 City of Palo Alto General Services Agreement Rev. March 29, 2018 1. Front End Design & Mapping Interface The style of buildingeye is a clean and effective UI /UX design. The transition between departments and divisions (Building, Planning, Code Enforcement) will be smooth so the user understands what they are visualizing and filtering. Each marker on buildingeye is interactive, and when clicked an Information Panel will appear with details and links to back office record details. The interface is pre- populated with markers for the relevant module, noting where records exist. The City’s logo or brand will be included consistently throughout buildingeye located on the Top Bar. A link to the CITY’s software system (currently Accela ACA) will be provided throughout the applications. 2. Filter Tools A user will be able to filter their search by the following: Address. Area: Zip code, Neighborhood, Planning District, Custom (GIS layers for specific areas to be provided by the Building Department). Status (Submitted / Under Review, Issued, closed/active, approved/disapproved) as reflected in existing permitting software system and agreed with the Department. Keyword. Date range. Application type (Demolition, Combined Web applications, Residential addition/remodel, Commercial addition /remodel, New Single Family Residential, New Multifamily Residential, New Commercial, Miscellaneous) All information can be searched / filtered as per the list presented based on the information being provided to buildingeye by the City. It 3. Email Account / Alerts Users can create an account using an email address and select their preference for an alert for a selected geographic location. A User can amend preferences, unsubscribe and/or delete their account without restrictions. A user who wishes to create and receive email alerts must do the following: i. Create a personal account and verify their email address to validate its authenticity. ii. Create an alert by choosing a geographic location to alert on with a 600ft Radius, Zip code, Neighborhood, Planning District or DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 14 City of Palo Alto General Services Agreement Rev. March 29, 2018 Custom shape. For custom shape we need to understand extent of what the city wants to show. iii. Set the notification frequencies, biweekly, weekly or monthly. Once the above is completed the user can manage their alerts through a user dashboard where they can delete or change the frequency of the alert. 4. Data supply, extraction and update The City will be responsible for the creation and supply of all data through the existing Accela permitting software API. CONSULTANT will work with the CITY to clarify the data being visualized. The format and method of data delivery will be standardized and agreed upon by both parties. The CITY will provide data on all necessary metadata, geographic information and hyperlinks. This is to facilitate the email alerts and search filtering. Links to all department files will be required in a data set or API so they can be linked to. Extent of Data Visualized o The information supplied by each department shall be as follows - Planning – start date January 1, 2011 to present; Building – start date January 1, 2011 to present; and Code Enforcement – start date January 1, 2016 to present. o All GIS data associated with these applications will be provided by each department. Databases are replicated and are backed up daily outside peak times of demand. All data is held at datacenters in the US secured, maintained and managed using industry standard best practices. CONSULTANT will be permitted to read only access to the CITY’s software system (currently Accela). Data for each module is downloaded for a fixed period and analyzed to understand workflow, application types, address normalization etc. CONSULTANT will prepare a staging map for each department with their records visualized and a list of questions presented to the city project team. This is an iterative process and CONSULTANT will work continuously to deliver on the defined scope with the project team until the application is ready for testing. Based on a successful outcome, the City’s data for a given period (up to 7 years) is uploaded to the buildingeye product and is deemed to be a Private Live Release. On a daily basis, buildingeye will extract data from the CITY’s software system (currently Accela ACA) to the product modules. 5. Hosting The data input, visualization and email functionality would be managed, hosted and powered by buildingeye. City will provide additional information and further DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 15 City of Palo Alto General Services Agreement Rev. March 29, 2018 discussion to ensure all parties are clear on what data is to be provided and visualized. 6. Access to Source Data Accela System: To facilitate data transfer the CITY shall provide BUILDINGEYE with read only Accela credentials via the Accela Construct API as directed. BUILDINGEYE will use these credentials to access the Accela Platform and download data as required. If there are any other CITY controlled barriers to using this API such as a firewall the CITY will work with BUILDINGEYE to ensure the Customer Platform can access such Data. Support For Users: Inside the buildingeye product, a feedback system is available for users to submit questions relating to the product. buildingeye operates an online ticketing support system that categorizes issues raised - this is a monitored system by the buildingeye support team and reviewed daily by management to ensure that issues are dealt with in a timely manner. For the City: A dedicated person is appointed by buildingeye as the liaison for the City together with online support tools for engagement and submittal of queries or issues. buildingeye provides a forwarding messaging email service to the City Project Liaison when feedback regarding a specific record is received that does not directly relate to the function of the buildingeye product. Escalation Support Protocols buildingeye has a very stringent and clear escalation processes for internal teams. Automated ticket escalations are in place, which helps immediate escalation of unhandled/pending issues and thus avoid breach of SLA. The team constantly monitors the ticket queue and provides timely response on the queued tickets. The buildingeye operations center is equipped with the industry leading monitoring and network management systems. Escalation procedures and call handling processes are clearly defined for quick responses. buildingeye has a process framework for incidents, change management, problem and configuration items. There are 3 levels of internal escalation layers for addressing customer issues. Level 1 - Support Team - This team handles the proactive monitoring and first level technical and customer support. This team is also responsible for providing timely updates on your ticket. DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 16 City of Palo Alto General Services Agreement Rev. March 29, 2018 Level 2 - Product Support Team - This team (both technical and product led) is the first level of internal escalation which handles issues escalated by the Level 1 support team. Level 3 - Center of Excellence - This team provides operational and engineering assistance. If the incident management team (Level 1 & 2) is unable to provide the resolution for a particular issue, it is escalated to the relevant Center of Excellence group. This team is primarily responsible for proactive management and 100% uptime of the buildingeye core infrastructure and systems under management. Whilst buildingeye’s operational goal is to ensure 99.999% uptime, outages and/or service disruption may happen, in such an event for planned system maintenances, the customer is notified in advance through their appointed Project Team lead, with notification of the maintenance also displayed on the services affected. Severity Level Guidelines & Response Time Objectives The following table is intended to outline response time objectives that buildingeye strives to achieve, measured from the time buildingeye receives your initial request for support, to the time buildingeye provides an initial communication back to you regarding your request. Severity Severity Definition Response Times Response Time Coverage 1 Critical business impact/service down: Product critical functionality is inoperable or critical interface has failed. This usually applies to a production environment and indicates an inability to access services resulting in a critical impact on operations. This condition requires an immediate solution. Within 1 hour 24 hrs. / 7 days 2 Significant business impact: A feature or function of the service is severely restricted in its use. Within 2 business hours Mon - Fri - Business Hours 3 Minor business impact: Indicates the service or functionality is usable and it is not a critical impact on operations. Within 4 business hours Mon - Fri - Business Hours 4 Minimal business impact: An inquiry or non-technical request Within 1 business day Mon - Fri - Business Hours Response time objectives described herein are intended to describe buildingeye goals DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 17 City of Palo Alto General Services Agreement Rev. March 29, 2018 only, and do not represent a guarantee of performance. Change Management Processes A change management procedure will be deployed at the start of the project and continue throughout the term of the contract. The City of Palo Alto will be required to appoint a person responsible for signing off changes to the system once delivered. Infrastructure - Hardware & Software CONSULTANT hosts its production infrastructure on Amazon Web Services systems who maintain and secure all computing hardware and network infrastructure; and provide ongoing industry-leading protection against both physical and online threats to infrastructure. buildingeye software is developed in a quality driven agile environment. All code changes are reviewed by at least one senior software engineer before being considered for release. All new software goes through regression testing and new feature testing before being considered for release. Testing takes place on testing hardware and then a DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 18 City of Palo Alto General Services Agreement Rev. March 29, 2018 production like staging environment is used to test operational releases before releasing to the production environment for agency/public use. Access to production servers are further limited to only technical members of the buildingeye team while working from our offices, no other access is provided to our server infrastructure. Third party software is only provisioned from vetted sources and only recommended patches are installed. Databases are replicated and are backed up daily outside peak times of demand. All data is held at datacenters in the US. DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 19 City of Palo Alto General Services Agreement Rev. March 29, 2018 EXHIBIT “B” SCHEDULE OF PERFORMAMCE CONSULTANT shall perform the Services so as to complete each task as specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of CONSULTANT and CITY so long as all work is completed within the term of the Agreement. Task Complete Days or Weeks from NTP 7. Front-end design & Mapping Interface Daily 8. Filter tools Daily 9. Email account / alerts Daily 10. Data supply Daily 11. Hosting Daily 12. Access to Source Data Daily DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 20 City of Palo Alto General Services Agreement Rev. March 29, 2018 EXHIBIT “C” COMPENSATION CONSULTANT shall perform the tasks and categories of work as outlined in Exhibit A as budgeted below. CONSULTANT will provide all hosted services and professional services identified in Exhibit A. CITY agrees to pay and Consultant agrees to accept as total compensation the following: Consultant shall invoice the CITY for all fees covering the timeline and schedule below. Agency shall pay the amounts due under each invoice without deducting any taxes that may be applicable to such payments. City is responsible for paying any and all withholding, sales, valued added or other taxes, duties or charges applicable, other than taxes based on Consultant’s income and taxable property. On the anniversary of the term, unless otherwise agreed an increase of 5% is applied to each renewal. Module Term No. of Months Amount Building September 2018 to December 2019 16 $20,000.00 Planning November 2018 to December 2019 14 $17,500.00 Code Enforcement March 2019 to December 2019 10 $12,500.00 TOTAL: $50,000.00 Annual Subscription Fees Description Fee buildingeye Module - Each $15,000.00 / annual $1,250 / month EXTRA WORK Extra work as directed and approved in advance by the CITY will be billed at CONSULTANT’s standard rate for service, which is listed as follows: Description Hourly Rate Bespoke Development Services $199.00 ADDITIONAL SERVICES Messaging capacity is limited to 50,000 messages. After the 50,000 limit is reached, the messaging frequency will be limited or an additional pre-approved charge for the additional capacity is as follows: Description Cost Each additional 10,000 messages $19.00 DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 21 City of Palo Alto General Services Agreement Rev. March 29, 2018 EXHIBIT D INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES WORKER’S COMPENSATION YES EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 PROFESSIONAL LIABILITY, NO INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT YES ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 20 City of Palo Alto General Services Agreement Rev. March 29, 2018 A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 EXHIBIT "E" Information Privacy Policy (IPP) Release and Version: 1st Release, Version 2.2 Release Date: 31 January, 2013 Document Classification: Need to Know DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 Information Privacy Policy Version 2.2 Page 1 of 8 31 January, 2013 City of Palo Alto Information Technology Information Security Services CONTENTS DOCUMENT CONTROLS ................................................................................................................................................. 2 CHANGE RECORD ................................................................................................................................................... 2 APPROVAL .................................................................................................................................................................... 2 DISTRIBUTION ................................................................................................................................................................ 2 1. OBJECTIVE .......................................................................................................................................................... 3 A) INTENT .......................................................................................................................................................... 3 B) SCOPE .......................................................................................................................................................... 3 C) CONSEQUENCES .................................................................................................................................................. 3 D) EXCEPTIONS......................................................................................................................................................... 3 E) MUNICIPAL ORDINANCE ........................................................................................................................................ 4 2. RESPONSIBILITIES OF CITY STAFF ....................................................................................................................... 4 A) RESPONSIBILITY OF CIO AND ISM ................................................................................................................... 4 B) RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE .................................................................... 4 C) RESPONSIBILITY OF USERS ................................................................................................................................... 4 D) RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS ......................................................................... 5 E) RESPONSIBILITY OF AUTHORIZATION COORDINATION............................................................................................ 5 3. PRIVACY POLICY .......................................................................................................................................... 5 A) OVERVIEW ............................................................................................................................................................ 5 B) PERSONAL INFORMATION AND CHOICE ............................................................................................................. 5 C) METHODS OF COLLECTION OF PERSONAL INFORMATION ....................................................................................... 5 D) UTILITIES SERVICE ............................................................................................................................................... 6 E) PUBLIC DISCLOSURE ............................................................................................................................................ 6 F) ACCESS TO PERSONAL INFORMATION ................................................................................................................... 6 G) SECURITY, CONFIDENTIALITY AND NON-DISCLOSURE ............................................................................................ 6 H) DATA RETENTION / INFORMATION RETENTION ....................................................................................................... 7 I) SOFTWARE AS A SERVICE (SAAS) OVERSIGHT ..................................................................................................... 7 J) FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003 (FACT) ................................................................... 7 4. CONTACTS .......................................................................................................................................................... 8 DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 Information Privacy Policy Version 2.2 Page 2 of 8 31 January, 2013 City of Palo Alto Information Technology Information Security Services DOCUMENT CONTROLS Document Title Information Privacy Policy Location City of Palo Alto W ebsite and SharePoint Document Author Raj Patel Document Manager Raj Patel Contributors Jonathan Reichental, Shiva Swaminathan, Tom Auzenne, Joe Blackwell, Grant Kolling CHANGE RECORD Date Author Version Change Reference 12-Jul-12 Raj Patel 0.01 First draft developed 26-Sep-12 Raj Patel 1.0 First draft released for review 09-Nov-12 Raj Patel 1.5 Updated first draft for review 19-Nov-12 Raj Patel 1.6 Additional updates as identified 22-Nov-12 Raj Patel 1.7 Revised table of content 26-Nov-12 Raj Patel 1.8 Revised followed by review from Jonathan Reichental and Tom Auzenne 6-Dec-12 Raj Patel 1.92 Revised according to comments from Jonathan Reichental 14-Jan-13 Raj Patel 2.0 Revised according to comments from Grant Kolling 31-Jan-13 Raj Patel 2.2 Revised according to recommendations from Information Security Steering Committee APPROVAL Date Name Role Comments 06-Dec-12 Raj Patel Information Security Manager; Information Technology Department Approved 06-Dec-12 Jonathan Reichental CIO; Information Technology Department Approved 06-Dec-12 Tom Auzenne Assistant Director, Utilities Department Approved 14-Jan-13 Grant Kolling Senior Assistant City Attorney; City Attorney’s Office Approved 31-Jan-13 Information Security Steering Committee Sponsor Approved DISTRIBUTION Name Location City of Palo Alto Employees, Service Providers, Residents and Businesses City of Palo Alto Website and SharePoint DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 Information Privacy Policy Version 2.2 Page 3 of 8 31 January, 2013 City of Palo Alto Information Technology Information Security Services 1. Objective The City of Palo Alto (the “City”) strives to promote and sustain a superior quality of life for persons in Palo Alto. In promoting the quality of life of these persons, it is the policy of the City, consistent with the provisions of the California Public Records Act, California Government Code §§ 6250 – 6270, to take appropriate measures to safeguard the security and privacy of the personal (including, without limitation, financial) information of persons, collected in the ordinary course and scope of conducting the City’s business as a local government agency. These measures are generally observed by federal, state and local authorities and reflected in federal and California laws, the City’s rules and regulations, and industry best practices, including, without limitation, the provisions of California Civil Code §§ 1798.3(a), 1798.24, 1798.79.8(b), 1798.80(e), 1798.81.5, 1798.82(e), 1798.83(e)(7), and 1798.92(c). Though some of these provisions do not apply to local government agencies like the City, the City will conduct business in a manner which promotes the privacy of personal information, as reflected in federal and California laws. The objective of this Policy is to describe the City’s data security goals and objectives, to ensure the ongoing protection of the Personal Information, Personally Identifiable Information, Protected Critical Infrastructure Informationand Personally Identifying Information of persons doing business with the City and receiving services from the City or a third party under contract to the City to provide services. The terms “Personal Information,” “Protected Critical Infrastructure Information”, “Personally Identifiable Information” and “Personally Identifying Information” (collectively, the “Information”) are defined in the California Civil Code sections, referred to above, and are incorporated in this Policy by reference. A) INTENT The City, acting in its governmental and proprietary capacities, collects the Information pertaining to persons who do business with or receive services from the City. The Information is collected by a variety of means, including, without limitation, from persons applying to receive services provided by the City, persons accessing the City’s website, and persons who access other information portals maintained by the City’s staff and/or authorized third-party contractors. The City is committed to protecting the privacy and security of the Information collected by the City. The City acknowledges federal and California laws, policies, rules, regulations and procedures, and industry best practices are dedicated to ensuring the Information is collected, stored and utilized in compliance with applicable laws. The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work environment for all users having access to the City’s applications and databases; (b) the appropriate maintenance and security of database information assets owned by, or entrusted to, the City; (c) the controlled access and security of the Information provided to the City’s staff and third party contractors; and (d) faithful compliance with legal and regulatory requirements. B) SCOPE The Policy will guide the City’s staff and, indirectly, third party contractors, which are by contract required to protect the confidentiality and privacy of the Information of the persons whose personal information data are intended to be covered by the Policy and which will be advised by City staff to conform their performances to the Policy should they enjoy conditional access to that information. C) CONSEQUENCES The City’s employees shall comply with the Policy in the execution of their official duties to the extent their work implicates access to the Information referred to in this Policy. A failure to comply may result in DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 Information Privacy Policy Version 2.2 Page 4 of 8 31 January, 2013 City of Palo Alto Information Technology Information Security Services employment and/or legal consequences. D) EXCEPTIONS In the event that a City employee cannot fully comply with one or more element(s) described in this Policy, the employee may request an exception from the application of the Policy. The request form will be developed, reviewed and administered by the City’s Information Security Manager (the “ISM”). The employee, with the approval of his or her supervisor, will provide any additional information as may be requested by the ISM. The ISM will conduct a risk assessment of the requested exception in accordance with guidelines approved by the City’s Chief Information Officer (“CIO”) and approved as to form by the City Attorney. The Policy’s guidelines will include at a minimum: purpose, source, collection, storage, access, retention, usage, and protection of the Information identified in the request. The ISM will consult with the CIO to approve or deny the exception request. After due consideration is given to the request, the exception request disposition will be communicated, in writing, to the City employee and his or her supervisor. The approval of any request may be subject to countermeasures established by the CIO, acting by the ISM. E) MUNICIPAL ORDINANCE This Policy will supersede any City policy, rule, regulation or procedure regarding information privacy. 2. RESPONSIBILITIES OF CITY STAFF A) RESPONSIBILITY OF CIO AND ISM The CIO, acting by the ISM, will establish an information security management framework to initiate and coordinate the implementation of information security measures by the City’s government. The City’s employees, in particular, software application users and database users, and, indirectly, third party contractors under contract to the City to provide services, shall by guided by this Policy in the performance of their job responsibilities. The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing compliance with and the effectiveness of the Policy; (c) the development of privacy standards that will manifest the Policy in detailed, auditable technical requirements, which will be designed and maintained by the persons responsible for the City’s IT environments; (d) assisting the City’s staff in evaluating security and privacy incidents that arise in regard to potential violations of the Policy; (e) reviewing and approving department-specific policies and procedures which fall under the purview of this Policy; and (f) reviewing Non-Disclosure Agreements (NDAs) signed by third party contractors, which will provide services, including, without limitation, local or ‘cloud-based’ software services to the City. B) RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE The Information Security Steering Committee (the “ISSC”), which is comprised of the City’s employees, drawn from the various City departments, will provide the primary direction, prioritization and approval for all information security efforts, including key information security and privacy risks, programs, initiatives and activities. The ISSC will provide input to the information security and privacy strategic planning processes to ensure that information security risks are adequately considered, assessed and addressed at the appropriate City department level. DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 Information Privacy Policy Version 2.2 Page 5 of 8 31 January, 2013 City of Palo Alto Information Technology Information Security Services C) RESPONSIBILITY OF USERS All authorized users of the Information will be responsible for complying with information privacy processes and technologies within the scope of responsibility of each user. D) RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS The City’s IT Managers, who are responsible for internal, external, direct and indirect connections to the City’s networks, will be responsible for configuring, maintaining and securing the City’s IT networks in compliance with the City’s information security and privacy policies. They are also responsible for timely internal reporting of events that may have compromised network, system or data security. E) RESPONSIBILITY OF AUTHORIZATION COORDINATION The ISM will ensure that the City’s employees secure the execution of Non-Disclosure Agreements (NDA), whenever access to the Information will be granted to third party contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms and Conditions. An NDA must be executed prior to the sharing of the Information of persons covered by this Policy with third party contractors. The City’s approach to managing information security and its implementation (i.e. objectives, policies, processes, and procedures for information security) will be reviewed independently by the ISM at planned intervals, or whenever significant changes to security implementation have occurred. The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as appropriate, commencing from the date of its adoption. 3. PRIVACY POLICY A) OVERVIEW The Policy applies to activities that involve the use of the City’s information assets, namely, the Information of persons doing business with the City or receiving services from the City, which are owned by, or entrusted to, the City and will be made available to the City’s employees and third party contractors under contract to the City to provide Software as a Service consulting services. These activities include, without limitation, accessing the Internet, using e-mail, accessing the City’s intranet or other networks, systems, or devices. The term “information assets” also includes the personal information of the City’s employees and any other related organizations while those assets are under the City’s control. Security measures will be designed, implemented, and maintained to ensure that only authorized persons will enjoy access to the information assets. The City’s staff will act to protect its information assets from theft, damage, loss, compromise, and inappropriate disclosure or alteration. The City will plan, design, implement and maintain information management systems, networks and processes in order to assure the appropriate confidentiality, integrity, and availability of its information assets to the City’s employees and authorized third parties. B) PERSONAL INFORMATION AND CHOICE Except as permitted or provided by applicable laws, the City will not share the Information of any person doing business with the City, or receiving services from the City, in violation of this Policy, unless that person has consented to the City’s sharing of such information during the conduct of the City’s business as a local government agency with third parties under contract to the City to provide services. DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 Information Privacy Policy Version 2.2 Page 6 of 8 31 January, 2013 City of Palo Alto Information Technology Information Security Services C) METHODS OF COLLECTION OF PERSONAL INFORMATION The City may gather the Information from a variety of sources and resources, provided that the collection of such information is both necessary and appropriate in order for the City to conduct business as a local government agency in its governmental and proprietary capacities. That information may be gathered at service windows and contact centers as well as at web sites, by mobile applications, and with other technologies, wherever the City may interact with persons who need to share such formation in order to secure the City’s services. The City’s staff will inform the persons whose Information are covered by this Policy that the City’s web site may use “cookies” to customize the browsing experience with the City of Palo Alto web site. The City will note that a cookie contains unique information that a web site can use to track, among others, the Internet Protocol address of the computer used to access the City’s web sites, the identification of the browser software and operating systems used, the date and time a user accessed the site, and the Internet address of the website from which the user linked to the City’s web sites. Cookies created on the user’s computer by using the City’s web site do not contain the Information, and thus do not compromise the user’s privacy or security. Users can refuse the cookies or delete the cookie files from their computers by using any of the widely available methods. If the user chooses not to accept a cookie on his or her computer, it will not prevent or prohibit the user from gaining access to or using the City’s sites. D) UTILITIES SERVICE In the provision of utility services to persons located within Palo Alto, the City of Palo Alto Utilities Department (“CPAU”) will collect the Information in order to initiate and manage utility services to customers. To the extent the management of that information is not specifically addressed in the Utilities Rules and Regulations or other ordinances, rules, regulations or procedures, this Policy will apply; provided, however, any such Rules and Regulations must conform to this Policy, unless otherwise directed or approved by the Council. This includes the sharing of CPAU-collected Information with other City departments except as may be required by law. Businesses and residents with standard utility meters and/or having non-metered monthly services will have secure access through a CPAU website to their Information, including, without limitation, their monthly utility usage and billing data. In addition to their regular monthly utilities billing, businesses and residents with non-standard or experimental electric, water or natural gas meters may have their usage and/or billing data provided to them through non-City electronic portals at different intervals than with the standard monthly billing. Businesses and residents with such non-standard or experimental metering will have their Information covered by the same privacy protections and personal information exchange rules applicable to Information under applicable federal and California laws. E) PUBLIC DISCLOSURE The Information that is collected by the City in the ordinary course and scope of conducting its business could be incorporated in a public record that may be subject to inspection and copying by the public, unless such information is exempt from disclosure to the public by California law. F) ACCESS TO PERSONAL INFORMATION The City will take reasonable steps to verify a person’s identity before the City will grant anyone online access to that person’s Information. Each City department that collects Information will afford access to affected persons who can review and update that information at reasonable times. DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 Information Privacy Policy Version 2.2 Page 7 of 8 31 January, 2013 City of Palo Alto Information Technology Information Security Services G) SECURITY, CONFIDENTIALITY AND NON-DISCLOSURE Except as otherwise provided by applicable law or this Policy, the City will treat the Information of persons covered by this Policy as confidential and will not disclose it, or permit it to be disclosed, to third parties without the express written consent of the person affected. The City will develop and maintain reasonable controls that are designed to protect the confidentiality and security of the Information of persons covered by this Policy. The City may authorize the City’s employee and or third party contractors to access and/or use the Information of persons who do business with the City or receive services from the City. In those instances, the City will require the City’s employee and/or the third party contractors to agree to use such Information only in furtherance of City-related business and in accordance with the Policy. If the City becomes aware of a breach, or has reasonable grounds to believe that a security breach has occurred, with respect to the Information of a person, the City will notify the affected person of such breach in accordance with applicable laws. The notice of breach will include the date(s) or estimated date(s) of the known or suspected breach, the nature of the Information that is the subject of the breach, and the proposed action to be taken or the responsive action taken by the City. H) DATA RETENTION / INFORMATION RETENTION The City will store and secure all Information for a period of time as may be required by law, or if no period is established by law, for seven (7) years, and thereafter such information will be scheduled for destruction. I) SOFTWARE AS A SERVICE (SAAS) OVERSIGHT The City may engage third party contractors and vendors to provide software application and database services, commonly known as Software-as-a-Service (SaaS). In order to assure the privacy and security of the Information of those who do business with the City and those who received services from the City, as a condition of selling goods and/or services to the City, the SaaS services provider and its subcontractors, if any, including any IT infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, while it performs such services and/or furnishes goods to the City, to the extent any scope of work or services implicates the confidentiality and privacy of the Information. These requirements include information security directives pertaining to: (a) the IT infrastructure, by which the services are provided to the City, including connection to the City's IT systems; (b) the SaaS services provider’s operations and maintenance processes needed to support the IT environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. The term “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. Prior to entering into an agreement to provide services to the City, the City’s staff will require the SaaS services provider to complete and submit an Information Security and Privacy Questionnaire. In the event that the SaaS services provider reasonably determines that it cannot fulfill the information security requirements during the course of providing services, the City will require the SaaS services provider to promptly inform the ISM. J) FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003 CPAU will require utility customers to provide their Information in order for the City to initiate and manage utility services to them. DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 Information Privacy Policy Version 2.2 Page 8 of 8 31 January, 2013 City of Palo Alto Information Technology Information Security Services Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003 (Public Law 108-159), including the Red Flag Rules, require that CPAU, as a “covered financial institution or creditor” which provides services in advance of payment and which can affect consumer credit, develop and implement procedures for an identity theft program for new and existing accounts to detect, prevent, respond and mitigate potential identity theft of its customers’ Information. CPAU procedures for potential identity theft will be reviewed independently by the ISM annually or whenever significant changes to security implementation have occurred. The ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to conform to this Policy. There are California laws which are applicable to identity theft; they are set forth in California Civil Code § 1798.92. 4. CONTACTS Information Security Manager: Patel, Raj <Raj.Patel@CityofPaloAlto.org> Chief Information Officer: Reichental, Jonathan <Jonathan.Reichental@CityofPaloAlto.org> Utilities Department: Auzenne, Tom <Tom.Auzenne@CityofPaloAlto.org City Attorney’s Office: Yang, Albert<Albert.Yang@CityofPaloAlto.org> DocuSign Envelope ID: 18E66D90-E6A7-4932-A572-02A3895422E7 Certificate Of Completion Envelope Id: 18E66D90E6A74932A57202A3895422E7 Status: Sent Subject: Please DocuSign: S19174467 Buildingeye - Final Version.pdf Source Envelope: Document Pages: 31 Signatures: 3 Envelope Originator: Certificate Pages: 2 Initials: 0 Christopher Anastole AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 chris.anastole@cityofpaloalto.org IP Address: 12.220.157.20 Record Tracking Status: Original 1/18/2019 9:28:40 AM Holder: Christopher Anastole chris.anastole@cityofpaloalto.org Location: DocuSign Security Appliance Status: Connected Pool: City of Palo Alto Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Ronan Barrett ronan@buildingeye.net Chief Operating Officer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 89.101.154.41 Sent: 1/18/2019 9:32:52 AM Viewed: 1/18/2019 9:38:47 AM Signed: 1/18/2019 9:40:59 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Albert S Yang Albert.Yang@CityofPaloAlto.org Senior Deputy City Attorney City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 97.113.86.115 Sent: 1/18/2019 9:41:02 AM Viewed: 1/21/2019 10:27:54 PM Signed: 1/21/2019 10:32:22 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Chris Anastole chris.anastole@cityofpaloalto.org Contract Administrator City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 12.220.157.20 Sent: 1/21/2019 10:32:25 PM Viewed: 1/22/2019 7:32:53 AM Signed: 1/22/2019 9:07:32 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Khashayar Alaee Khashayar.Alaee@CityofPaloAlto.org Senior Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 1/22/2019 9:07:35 AM Viewed: 1/22/2019 9:18:42 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Tabatha Boatwright Tabatha.Boatwright@CityofPaloAlto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Khashayar Alaee Khashayar.Alaee@CityofPaloAlto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/22/2019 9:07:35 AM Payment Events Status Timestamps Vers.: Aug. 5, 2019 Page 1 of 5 AMENDMENT NO. 1 TO CONTRACT NO. S19174467 BETWEEN THE CITY OF PALO ALTO AND BUILDINGEYE INC. This Amendment No. 1 (this “Amendment”) to Contract No. S19174467 (the “Contract” as defined below) is entered into as of , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and BUILDINGEYE, INC., a Delaware corporation, located at 100 Pine Street, #1250, San Francisco CA 94111 (“CONTRACTOR”). CITY and CONTRACTOR are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of visualization of data for projects going through or in the building, planning and code enforcement processes at the CITY and to communicate this information to citizens through a mapping interface, as detailed therein. B. The Parties now wish to amend the Contract in order to extend the term and increase compensation by $180,000.00 from $50,000.00 to $230,000.00. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. S19174467 between CONSULTANT and CITY, dated January 15, 2019. b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 3. TERM of the Contract is hereby amended to read as follows: “3. TERM The term of this Agreement is from January 15, 2019 to December 31, 2022 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions.” SECTION 3. Section 5. COMPENSATION FOR ORIGINAL TERM of the Contract is hereby amended to read as follows: DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 Vers.: Aug. 5, 2019 Page 2 of 5 “5. COMPENSATION FOR ORIGINAL TERM CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any: A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to Exceed a total maximum compensation amount of Two Hundred Thirty Thousand Dollars ($230,000.00). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY.” SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS. b. Exhibit “E” entitled “INFORMATION PRIVACY POLICY”, REPLACES PREVIOUS. c. Exhibit “F” entitled “SAAS, SECURITY AND PRIVACY TERMS AND CONDITIONS”, ADDED. SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 Vers.: Aug. 5, 2019 Page 3 of 5 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee BUILDINGEYE, INC. By: Name: Title: Attachments: EXHIBIT “C”: COMPENSATION, AMENDED. EXHIBIT “E”: INFORMATION PRIVACY POLICY, REPLACES PREVIOUS. EXHIBIT “F”: SAAS, SECURITY AND PRIVACY TERMS AND CONDITIONS, ADDED. DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 Ronan Barrett President Vers.: Aug. 5, 2019 Page 4 of 5 EXHIBIT “C” COMPENSATION CONSULTANT shall perform the tasks and categories of work as outlined in Exhibit A as budgeted below. CONSULTANT will provide all hosted services and professional services identified in Exhibit A. CITY agrees to pay and Consultant agrees to accept as total compensation the following: Consultant shall invoice the CITY for all fees covering the timeline and schedule below. Agency shall pay the amounts due under each invoice without deducting any taxes that may be applicable to such payments. City is responsible for paying any and all withholding, sales, valued added or other taxes, duties or charges applicable, other than taxes based on Consultant’s income and taxable property. On the anniversary of the term, unless otherwise agreed an increase of 5% is applied to each renewal. Module Term No. of Months Amount Building September 2018 to December 2019 16 $20,000.00 Planning November 2018 to December 2019 14 $17,500.00 Code Enforcement March 2019 to December 2019 10 $12,500.00 TOTAL: $50,000.00 Annual Subscription Fees Description Fee buildingeye Module - Each $15,000.00 / annual $1,250 / month EXTRA WORK Extra work as directed and approved in advance by the CITY will be billed at CONSULTANT’s standard rate for service, which is listed as follows: Description Hourly Rate Bespoke Development Services $199.00 ADDITIONAL SERVICES Messaging capacity is limited to 50,000 messages. After the 50,000 limit is reached, the messaging frequency will be limited or an additional pre-approved charge for the additional capacity is as follows: Description Cost Each additional 10,000 messages $19.00 TERMS In general, payment terms are NET 30 Days from date of signing/order/invoice, whichever is earlier. DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 Vers.: Aug. 5, 2019 Page 5 of 5 AMENDMENT ONE CONSULTANT shall perform the tasks and categories of work as outlined in Exhibit A as budgeted below. CONSULTANT will provide all hosted services and professional services identified in Exhibit A. CITY agrees to pay and Consultant agrees to accept as total compensation the following: Consultant shall invoice the CITY for all fees covering the timeline and schedule below. Agency shall pay the amounts due under each invoice without deducting any taxes that may be applicable to such payments. City is responsible for paying any and all withholding, sales, valued added or other taxes, duties or charges applicable, other than taxes based on Consultant’s income and taxable property. On the anniversary of the term, unless otherwise agreed an increase of 5% is applied to each renewal. Module Term No. of Months Amount Building January 2020 to December 2022 36 $49,750 (3 yrs Annual Subscription) Planning January 2020 to December 2022 36 $49,750 (3 yrs Annual Subscription) Code Enforcement January2020 to December 2022 36 $49,750 (3 yrs Annual Subscription) TOTAL: $149,250.00 ADDITIONAL SERVICES Messaging capacity is limited to 50,000 messages. After the 50,000 limit is reached, the messaging frequency will be limited or an additional pre-approved charge for the additional capacity is as follows: Description Cost Each additional 10,000 messages $20.00 Not to exceed Total: $30,750.00 DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 Vers.: Aug. 5, 2019 Page 6 of 5 Breakdown by year Module 2020 2021 2022 Total Jan 2020 – Dec 2022 Building $15,750 $16,500 $17,500 $49,750 Planning $15,750 $16,500 $17,500 $49,750 Code Enforcement $15,750 $16,500 $17,500 $49,750 Additional Services $10,250 $10,250 $10,250 $30,750 TOTAL: $57,500 $59,750 $62,750 $180,000 DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 1 of 8 EXHIBIT E POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 INFORMATION PRIVACY POLICY POLICY STATEMENT The City of Palo Alto (the “City”) strives to promote and sustain a superior quality of life for persons in Palo Alto. In promoting the quality of life of these persons, it is the policy of the City, consistent with the provisions of the California Public Records Act, California Government Code §§ 6250 – 6270, to take appropriate measures to safeguard the security and privacy of the personal (including, without limitation, financial) information of persons, collected in the ordinary course and scope of conducting the City’s business as a local government agency. These measures are generally observed by federal, state and local authorities and reflected in federal and California laws, the City’s rules and regulations, and industry best practices, including, without limitation, the provisions of California Civil Code §§ 1798.3(a), 1798.24, 1798.79.8(b), 1798.80(e), 1798.81.5, 1798.82(e), 1798.83(e)(7), and 1798.92(c). Though some of these provisions do not apply to local government agencies like the City, the City will conduct business in a manner which promotes the privacy of personal information, as reflected in federal and California laws. The objective of this Policy is to describe the City’s data security goals and objectives, to ensure the ongoing protection of the Personal Information, Personally Identifiable Information, Protected Critical Infrastructure Information and Personally Identifying Information of persons doing business wit the City and receiving services from the City or a third party under contract to the City to provide services. The terms “Personal Information,” “Protected Critical Infrastructure Information”, “Personally Identifiable Information” and “Personally Identifying Information” (collectively, the “Information”) are defined in the California Civil Code sections, reference. referred to above, and are incorporated in this Policy by PURPOSE The City, acting in its governmental and proprietary capacities, collects the Information pertaining to persons who do business with or receive services from the City. The Information is collected by a variety of means, including, without limitation, from persons applying to receive services provided by the City, persons accessing the City’s website, and persons who access other information portals maintained by the City’s staff and/or authorized third-party contractors. The City is committed to protecting the privacy and security of the Information collected by the City. The City acknowledges federal and California laws, policies, rules, regulations and procedures, and industry best practices are dedicated to ensuring the Information is collected, stored and utilized in compliance with applicable laws. DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 2 of 8 POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work environment for all users having access to the City’s applications and databases; (b) the appropriate maintenance and security of database information assets owned by, or entrusted to, the City; (c) the controlled access and security of the Information provided to the City’s staff and third party contractors; and (d) faithful compliance with legal and regulatory requirements. SCOPE The Policy will guide the City’s staff and, indirectly, third party contractors, which are by contract required to protect the confidentiality and privacy of the Information of the persons whose personal information data are intended to be covered by the Policy and which will be advised by City staff to conform their performances to the Policy should they enjoy conditional access to that information. CONSEQUENCES The City’s employees shall comply with the Policy in the execution of their official duties to the extent their work implicates access to the Information referred to in this Policy. A failure to comply may result in employment and/or legal consequences. EXCEPTIONS In the event that a City employee cannot fully comply with one or more element(s) described in this Policy, the employee may request an exception by submitting Security Exception Request. The exception request will be reviewed and administered by the City’s Information Security Manager (the “ISM”). The employee, with the approval of his or her supervisor, will provide any additional information as may be requested by the ISM. The ISM will conduct a risk assessment of the requested exception in accordance with guidelines approved by the City’s Chief Information Officer (“CIO”) and approved as to form by the City Attorney. The Policy’s guidelines will include at a minimum: purpose, source, collection, storage, access, retention, usage, and protection of the Information identified in the request. The ISM will consult with the CIO to approve or deny the exception request. After due consideration is given to the request, the exception request disposition will be communicated, in writing, to the City employee and his or her supervisor. The approval of any request may be subject to countermeasures established by the CIO, acting by the ISM. MUNICIPAL ORDINANCE This Policy will supersede any City policy, rule, regulation or procedure regarding information privacy. RESPONSIBILITIES OF CITY STAFF DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 3 of 8 POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 A. RESPONSIBILITY OF CIO AND ISM The CIO, acting by the ISM, will establish an information security management framework to initiate and coordinate the implementation of information security measures by the City’s government. The City’s employees, in particular, software application users and database users, and, indirectly, third party contractors under contract to the City to provide services, shall by guided by this Policy in the performance of their job responsibilities. The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing compliance with and the effectiveness of the Policy; (c) the development of privacy standards that will manifest the Policy in detailed, auditable technical requirements, which will be designed and maintained by the persons responsible for the City’s IT environments; (d) assisting the City’s staff in evaluating security and privacy incidents that arise in regard to potential violations of the Policy; (e) reviewing and approving department-specific policies and procedures which fall under the purview of this Policy; and (f) reviewing Non- Disclosure Agreements (NDAs) signed by third party contractors, which will provide services, including, without limitation, local or ‘cloud-based’ software services to the City. B. RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE The Information Security Steering Committee (the “ISSC”), which is comprised of the City’s employees, drawn from the various City departments, will provide the primary direction, prioritization and approval for all information security efforts, including key information security and privacy risks, programs, initiatives and activities. The ISSC will provide input to the information security and privacy strategic planning processes to ensure that information security risks are adequately considered, assessed and addressed at the appropriate City department level. C. RESPONSIBILITY OF USERS All authorized users of the Information will be responsible for complying with information privacy processes and technologies within the scope of responsibility of each user. D. RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS The City’s IT Managers, who are responsible for internal, external, direct and indirect connections to the City’s networks, will be responsible for configuring, maintaining and securing the City’s IT networks in compliance with the City’s information security and privacy policies. They are also responsible for timely internal reporting of events that may have compromised network, system or data security. DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 4 of 8 POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 E. RESPONSIBILITY OF AUTHORIZATION COORDINATION The ISM will ensure that the City’s employees secure the execution of Non-Disclosure Agreements (NDA), whenever access to the Information will be granted to third party contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms and Conditions. An NDA must be executed prior to the sharing of the Information of persons covered by this Policy with third party contractors. The City’s approach to managing information security and its implementation (i.e. objectives, policies, processes, and procedures for information security) will be reviewed independently by the ISM at planned intervals, or whenever significant changes to security implementation have occurred. The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as appropriate, commencing from the date of its adoption. GENERAL PROCEDURE FOR INFORMATION PRIVACY A. OVERVIEW The Policy applies to activities that involve the use of the City’s information assets, namely, the Information of persons doing business with the City or receiving services from the City, which are owned by, or entrusted to, the City and will be made available to the City’s employees and third party contractors under contract to the City to provide Software as a Service consulting services. These activities include, without limitation, accessing the Internet, using e-mail, accessing the City’s intranet or other networks, systems, or devices. The term “information assets” also includes the personal information of the City’s employees and any other related organizations while those assets are under the City’s control. Security measures will be designed, implemented, and maintained to ensure that only authorized persons will enjoy access to the information assets. The City’s staff will act to protect its information assets from theft, damage, loss, compromise, and inappropriate disclosure or alteration. The City will plan, design, implement and maintain information management systems, networks and processes in order to assure the appropriate confidentiality, integrity, and availability of its information assets to the City’s employees and authorized third parties. B. PERSONAL INFORMATION AND CHOICE Except as permitted or provided by applicable laws, the City will not share the Information of any person doing business with the City, or receiving services from the City, in violation of this Policy, unless that person has consented to the City’s sharing of such information during the conduct of the City’s business as a local government agency with third parties under contract to the City to provide services. DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 5 of 8 POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 C. METHODS OF COLLECTION OF PERSONAL INFORMATION The City may gather the Information from a variety of sources and resources, provided that the collection of such information is both necessary and appropriate in order for the City to conduct business as a local government agency in its governmental and proprietary capacities. That information may be gathered at service windows and contact centers as well as at web sites, by mobile applications, and with other technologies, wherever the City may interact with persons who need to share such formation in order to secure the City’s services. The City’s staff will inform the persons whose Information are covered by this Policy that the City’s web site may use “cookies” to customize the browsing experience with the City of Palo Alto web site. The City will note that a cookie contains unique information that a web site can use to track, among others, the Internet Protocol address of the computer used to access the City’s web sites, the identification of the browser software and operating systems used, the date and time a user accessed the site, and the Internet address of the website from which the user linked to the City’s web sites. Cookies created on the user’s computer by using the City’s web site do not contain the Information, and thus do not compromise the user’s privacy or security. Users can refuse the cookies or delete the cookie files from their computers by using any of the widely available methods. If the user chooses not to accept a cookie on his or her computer, it will not prevent or prohibit the user from gaining access to or using the City’s sites. D. UTILITIES SERVICE In the provision of utility services to persons located within Palo Alto, the City of Palo Alto Utilities Department (“CPAU”) will collect the Information in order to initiate and manage utility services to customers. To the extent the management of that information is not specifically addressed in the Utilities Rules and Regulations or other ordinances, rules, regulations or procedures, this Policy will apply; provided, however, any such Rules and Regulations must conform to this Policy, unless otherwise directed or approved by the Council. This includes the sharing of CPAU-collected Information with other City departments except as may be required by law. Businesses and residents with standard utility meters and/or having non-metered monthly services will have secure access through a CPAU website to their Information, including, without limitation, their monthly utility usage and billing data. In addition to their regular monthly utilities billing, businesses and residents with non-standard or experimental electric, water or natural gas meters may have their usage and/or billing data provided to them through non-City electronic portals at different intervals than with the standard monthly billing. DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 6 of 8 POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Businesses and residents with such non-standard or experimental metering will have their Information covered by the same privacy protections and personal information exchange rules applicable to Information under applicable federal and California laws. E. PUBLIC DISCLOSURE The Information that is collected by the City in the ordinary course and scope of conducting its business could be incorporated in a public record that may be subject to inspection and copying by the public, unless such information is exempt from disclosure to the public by California law. F. ACCESS TO PERSONAL INFORMATION The City will take reasonable steps to verify a person’s identity before the City will grant anyone online access to that person’s Information. Each City department that collects Information will afford access to affected persons who can review and update that information at reasonable times. G. SECURITY, CONFIDENTIALITY AND NON-DISCLOSURE Except as otherwise provided by applicable law or this Policy, the City will treat the Information of persons covered by this Policy as confidential and will not disclose it, or permit it to be disclosed, to third parties without the express written consent of the person affected. The City will develop and maintain reasonable controls that are designed to protect the confidentiality and security of the Information of persons covered by this Policy. The City may authorize the City’s employee and or third party contractors to access and/or use the Information of persons who do business with the City or receive services from the City. In those instances, the City will require the City’s employee and/or the third party contractors to agree to use such Information only in furtherance of City-related business and in accordance with the Policy. If the City becomes aware of a breach, or has reasonable grounds to believe that a security breach has occurred, with respect to the Information of a person, the City will notify the affected person of such breach in accordance with applicable laws. The notice of breach will include the date(s) or estimated date(s) of the known or suspected breach, the nature of the Information that is the subject of the breach, and the proposed action to be taken or the responsive action taken by the City. H. DATA RETENTION / INFORMATION RETENTION DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 7 of 8 POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 The City will store and secure all Information for a period of time as may be required by law, or if no period is established by law, for seven (7) years, and thereafter such information will be scheduled for destruction. I. SOFTWARE AS A SERVICE (SAAS) OVERSIGHT The City may engage third party contractors and vendors to provide software application and database services, commonly known as Software-as-a-Service (SaaS). In order to assure the privacy and security of the Information of those who do business with the City and those who received services from the City, as a condition of selling goods and/or services to the City, the SaaS services provider and its subcontractors, if any, including any IT infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, while it performs such services and/or furnishes goods to the City, to the extent any scope of work or services implicates the confidentiality and privacy of the Information. These requirements include information security directives pertaining to: (a) the IT infrastructure, by which the services are provided to the City, including connection to the City's IT systems; (b) the SaaS services provider’s operations and maintenance processes needed to support the IT environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. The term “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. Prior to entering into an agreement to provide services to the City, the City’s staff will require the SaaS services provider to complete and submit an Information Security and Privacy Questionnaire. In the event that the SaaS services provider reasonably determines that it cannot fulfill the information security requirements during the course of providing services, the City will require the SaaS services provider to promptly inform the ISM. J. FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003 CPAU will require utility customers to provide their Information in order for the City to initiate and manage utility services to them. Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003 (Public Law 108-159), including the Red Flag Rules, require that CPAU, as a “covered financial institution or creditor” which provides services in advance of payment and which can affect consumer credit, develop and implement procedures for an identity theft program for new and existing accounts to detect, prevent, respond and mitigate potential identity theft of its customers’ Information. DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 8 of 8 POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 CPAU procedures for potential identity theft will be reviewed independently by the ISM annually or whenever significant changes to security implementation have occurred. The ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to conform to this Policy. There are California laws which are applicable to identity theft; they are set forth in California Civil Code § 1798.92. NOTE: Questions regarding this policy should be referred to the Information Technology Department, as appropriate. Recommended: 12/5/2017 Director Information Technology/CIO Date Approved: 12/13/2017 City Manager Date DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 City of Palo Alto Information Security Document Version: V2.7 Doc: InfoSec 110 Page 1 of 3 EXHIBIT F In order to assure the privacy and security of the personal information of the City’s customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons and other individuals and businesses, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the “Consultant”) and its subcontractors, if any, including, without limitation, any Information Technology (“IT”) infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City’s customers. The Consultant shall fulfill the data and information security requirements (the “Requirements”) set forth in Part A below. A “secure IT environment” includes: (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant’s operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the “Alternate Requirements” as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the “ISM”). Part A. Requirements: The Consultant shall at all times during the term of any contract between the City and the Consultant: (a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City’s Information Privacy Policy: VENDOR CYBERSECURITY TERMS AND CONDITIONS This Exhibit shall be made a part of the City of Palo Alto’s Professional Services Agreement or any other contract entered into by and between the City of Palo Alto (the “City”) and _ (the “Consultant”) for the provision of Software as a Service services to the City (the “Agreement”). DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 City of Palo Alto Information Security Document Version: V2.7 Doc: InfoSec 110 Page 2 of 3 (c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following: http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role. (e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels. (f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees’ personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are terminated. (g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-based access control (“RBAC”) and segregation of duties (“SoD”) mechanisms for all personnel, systems, and software used to provide the Services. “RBAC” refers to a computer systems security approach to restricting access only to authorized users. “SoD” is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors. (i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services’ environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture. (j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging. (m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self-audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City’s performance of random site security audits at the Consultant’s site(s), including the site(s) of a third party service provider(s), as applicable. The scope of these audits will extend to the Consultant’s and its third party service provider(s)’ awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 City of Palo Alto Information Security Document Version: V2.7 Doc: InfoSec 110 Page 3 of 3 response. (q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, the Confidential Information will be accessible only by the Consultant and any authorized third party service provider’s personnel. (r) Perform regular, reliable secured backups of all data needed to maximize the availability of the Services. (s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM. (t) Maintain the Confidential Information in accordance with applicable federal, state and local data and information privacy laws, rules, and regulations. (u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient. (v) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City’s IT environment, including, without limitation, IT infrastructure communications. Part B. Alternate Requirements: DocuSign Envelope ID: 247BD26E-BC21-4430-BC5B-AABAA408CF83 Certificate Of Completion Envelope Id: 247BD26EBC214430BC5BAABAA408CF83 Status: Completed Subject: Please DocuSign: Amend #1 S19174467 Buildingeye - legal reviewed.pdf Source Envelope: Document Pages: 17 Signatures: 1 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 12.220.157.20 Record Tracking Status: Original 11/18/2019 9:22:45 AM Holder: Terry Loo Terry.Loo@CityofPaloAlto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Ronan Barrett ronan@buildingeye.net President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.128.181.201 Sent: 11/18/2019 9:30:06 AM Resent: 11/20/2019 9:15:08 AM Resent: 11/21/2019 9:08:48 AM Resent: 11/22/2019 11:44:47 AM Viewed: 11/18/2019 9:41:44 AM Signed: 11/22/2019 12:59:46 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Sherry Nikzat sherry.nikzat@cityofpaloalto.org Sr. Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 11/22/2019 12:59:48 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Roland Rivera Roland.rivera@cityofpaloalto.org Security Level: Email, Account Authentication (None) Sent: 11/22/2019 12:59:48 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/22/2019 12:59:48 PM Certified Delivered Security Checked 11/22/2019 12:59:48 PM Signing Complete Security Checked 11/22/2019 12:59:48 PM Completed Security Checked 11/22/2019 12:59:48 PM Payment Events Status Timestamps City of Palo Alto (ID # 10827) City Council Staff Report Report Type: Consent Calendar Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: Contract Not-to-Exceed $285,000 for Three Years for Soccer Classes and Camps Title: Approval of a Three Year Contract With North American Youth Athletics, LLC, in the Amount of $285,000 for Soccer Classes and Camps From: City Manager Lead Department: Community Services RECOMMENDATION Staff recommends that City Council approve and authorize the City Manager to execute the attached contract between the City of Palo Alto (City) and North American Youth Activities, LLC (dba Kidz Love Soccer), in the amount of $95,000 a year for three years beginning January 1, 2020 through December 31, 2022, to teach soccer classes and camps offered through the City’s Recreation program. The total contract value shall not exceed $285,000 for a three-year period (Attachment A). DISCUSSION The Community Services Department (CSD) hosts youth programs throughout the year. Youth soccer classes are offered seven days per week during the school year, and soccer camps are offered during the summer. Soccer classes and camps are taught by an approved contractor to instruct children preschool age through 10 years old. Classes and camps are intended to accommodate all levels and ages with a variety of options (Parent and Me, Tot Soccer and skill classes). CSD strives to offer a variety of programs and services that are of high quality, exciting, dynamic and inclusive to all. The City of Palo Alto has contracted out their soccer camps and soccer classes to North American Youth Activities, LLC (dba Kidz Love Soccer) for over 20 years. The current contract, due to expire on 12/31/2019, was a three-year term with the same revenue split of 65% to the contractor and 35% to the City. The maximum compensation amount was $85,000 a year ($255,000 for a three-year period). A competitive bid solicitation is conducted every three years. The classes and camps are made available for viewing in the City’s ENJOY! Catalog, as well as on the City’s website on www.cityofpaloalto.org/enjoy where customers can City of Palo Alto Page 2 register for the classes and camps. A CSD staff member functions as the coordinator to work closely with the contractor to ensure that the correct program information, descriptions, dates and times are provided in a timely manner and fields are reserved appropriately. Scope of Services Description The scope of work to be performed under the contract is for soccer instruction for recreation classes and camps. (Attachment A, Exhibit A) Solicitation Process A Request for Proposals (RFP) was issued in August 2019 to secure a contractor experienced in teaching soccer camps and classes to youth with a strong reputation, exciting curriculum and dependable staff. Three providers of soccer classes and camps expressed interest in the RFP and one proposal was received. Staff attribute this to the specialized nature of the scope of service and the high demand for soccer classes, instructors and coaches in the Bay area. The proposal was reviewed by an evaluation committee consisting of Community Services Department staff. Based on the written proposal, the evaluation committee selected North American Youth Activities, LLC (dba Kidz Love Soccer). Their written proposal made it clear that they have the experience, knowledge, and background desired for the work. Kidz Love Soccer has been a consistent dependable contractor working for the City of Palo Alto for over 20 years. They provide well-trained, supportive coaches and conduct their camps and classes at a 1:10 (coach to child) ratio. They provide a wide variety of communication tools to keep registered families educated about rainouts, changing of fields, and canceling sessions when needed, i.e. due to poor air quality. Kidz Love Soccer is known for teaching soccer in a nurturing environment, utilizing their proprietary curriculum and ensuring their students are having fun while learning. A summary of the solicitation process is below: • Soccer Instruction for Camps and Classes/RFP 176414 • Proposed Length of Project: 3 years • Proposals posted to Planet Bids: August 22, 2019 • Total Days to Respond to Proposal: 21 RESOURCE IMPACT The Community Services Department Fiscal Year 2020 Adopted Operating Budget will fund the first six months of the contract term. Funding for the remaining contract term would be subject to City Council annual appropriation of funds. STAKEHOLDER ENGAGEMENT City of Palo Alto Page 3 Community Services Department staff met to review this contractor’s prior performace under the last agreement, which has been satisfactory, and have an interest in continuing this program for the benefit of the community. CEQA This action is not considered a Project under the California Environmental Quality Act (CEQA). Attachments: • Attachment A: Contract with North American Youth Soccer City of Palo Alto General Services Agreement 1 Rev. March 29, 2018 CITY OF PALO ALTO CONTRACT NO. C20176414 GENERAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on the 1st day of JANUARY, 2020, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and NORTH AMERICAN YOUTH ACTIVITIES, LLC (DBA KIDZ LOVE SOCCER), a California Limited Liability Corporation, located at PO Box 337, Corte Madera, CA 94976 , Telephone Number: (888) 277-9542 (“CONTRACTOR”). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the “Services”) described in the Scope of Services, attached at Exhibit A. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: “A” - Scope of Services “B” - Schedule of Performance “C” – Schedule of Fees “D” - Insurance Requirements CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3. TERM. The term of this Agreement is from January 1, 2020 to December 31, 2022 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any: A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Two Hundred And Eighty Five Thousand dollars ($285,000.00). DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 2 Rev. March 29, 2018 CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. CITY has set aside the sum of Zero dollars ($0.00) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement. 6. COMPENSATION DURING ADDITIONAL TERMS. CONTRACTOR’S compensation rates for each additional term shall be the same as the original term. 7. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 7, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in “Appendix __ Claims for Public Contract Code Section 9204 Public Works Projects”. This project is not a 9204 Public Works Project. 8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is:Margie Cain, Dept.: Community Services Department, Telephone: 650- 463-4919. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 3 Rev. March 29, 2018 GENERAL TERMS AND CONDITIONS A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR’s business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 4 Rev. March 29, 2018 CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR’s performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR’s performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR’s request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR’s work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY’S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 5 Rev. March 29, 2018 L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR’s records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best’s Key Rating of A- :VII or higher and which are otherwise acceptable to CITY’s Risk Manager. The Risk Manager must approve deductibles and self-insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement. O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 6 Rev. March 29, 2018 or in connection with the performance of this Agreement. CONTRACTOR’s obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of Califor- nia which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days’ prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 7 Rev. March 29, 2018 S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California. V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 8 Rev. March 29, 2018 composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements: • All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double- sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks. • Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including, but not limited to, Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. • Reusable/returnable pallets shall be taken back by CONTRACTOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. AA. DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 9 Rev. March 29, 2018 CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded.” CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request. If the certified payroll records are not produced to the project manager within the 10-day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 10 Rev. March 29, 2018 Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR’s proposal, the exhibits shall control. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO NORTH AMERICAN YOUTH ACTIVITIES, LLC DBA KIDZ LOVE SOCCER ______________________________ By________________________________________ City Manager or Designee (Required on contracts $85,000 and over) Name _____________________________________ Title_______________________________________ __________________________ Telephone: _________________________________ Purchasing Manager or Designee Approved as to form: ___________________________ City Attorney or Designee DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F Malcolm Guthrie 415-342-2289 Managing Member City of Palo Alto General Services Agreement 11 Rev. March 29, 2018 EXHIBIT A SCOPE OF SERVICES CONTRACTOR shall provide instructional services for soccer classes and summer camps. The programs are for preschoolers, elementary school, and middle school aged children with a curriculum that will include soccer classes through the school year and camps through the summer season. 1. Scope of Services Contractor AGREES TO: 1.1. COURSE CONTENT: 1.1.1. Be responsible for curriculum and course content. 1.1.2. Unless otherwise expressly provided in this Agreement, City shall not be responsible for providing course materials. 1.1.3. Provide a teacher that will teach the whole session, with as little substitution as possible. 1.1.4. Conduct the program in a safe manner. 1.1.5. City shall have the right to observe Contractor instruct in order to determine whether Contractor is in compliance with the terms and conditions of this Agreement. 1.2. QUALITY OF PROGRAM: Maintain a quality program which includes, but is not limited to: 1.2.1. Contractors are knowledgeable and experienced in the subject being taught and with the age group. 1.2.2. Contractors are reliable and punctual. 1.2.3. Contractors are organized and prepared to teach at the start of each class. 1.2.4. Contractors can establish and maintain working relationships with City staff and customers. 1.2.5. Contractors provide good customer service. 1.2.6. Contractors make their best effort to make their programs inclusive and accessible. 1.2.7. Contractors and their employees can effectively resolve issues. 1.3. SET UP & CLEAN UP: 1.3.1. Be responsible for all set up and cleanup of the room or field and equipment. 1.3.2. All set up must be completed prior to the start of class. 1.4. EMPLOYEES: 1.4.1. Provide employees who are at least 18 years old 1.4.2. Contractor, as well as their employees and/or volunteers (if applicable), must complete and pass LiveScan/Fingerprint/Background checks and must provide proof of passing such checks prior to providing services, DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 12 Rev. March 29, 2018 provide negative TB test results within the last two years (for anyone working with minors) and provide proof of auto insurance in accordance with City guidelines (for anyone driving to the City of Palo Alto Facility). All Contractors, as well as their employees and volunteers (if applicable), are strongly recommended to obtain certification in CPR/First Aid. 1.5. PUBLICITY: 1.5.1. May not publicize Contractor's business to class participant during class hours without prior authorization from Department Director. 1.5.2. Must obtain prior approval from Recreation Coordinator or designee for publicity containing City classes. 1.5.3. Must clarify to customers that any personal information sought by Contractor (name, phone number, address, etc.) from customers is voluntary, and strictly for the use of the Contractor and not requested by the City 1.5.4. Submit quarterly class proposals for creation of the Enjoy catalog. Note: Classes included in proposal are not guaranteed to be offered. 1.5.5. Contractor will create a marketing plan to help promote camps and classes and encourage enrollment. 1.6. PUNCTUALITY: 1.6.1. Contractor and their employees shall arrive at least 15 minutes prior to the starting time of the class 1.6.2. Ensures that all classes start and end on time 1.6.3. For any child without permission to leave class or camp on their own, Contractor will wait until all those children are safely picked up. 1.6.4. Notifies center prior to the class if Contractor is running late or unable to attend 1.6.5. If a class is missed, a makeup class is required to be provided by Contractor. 1.7. RECORD KEEPING: 1.7.1. Must take attendance at each class. All attendance records shall be submitted to City Center Staff at the end of each session. 1.7.2. Must be responsible for distributing and collecting City customer service surveys for each class conducted. The completed surveys should be turned in to City Center Staff at the end of the final class. 1.8. COMMUNICATION: 1.8.1. Maintain on-going communication 1.8.2. Immediately communicate problems and issues with the class(es) or customers 1.8.3. Inform students of cancelled classes, rain outs or locations changes. 1.8.4. Inform City staff of participant injuries and complete necessary accident reports within 24 hours. DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 13 Rev. March 29, 2018 1.9. ADHERENCE TO CITY POLICY AND REQUIREMENTS: 1.9.1. Responsible for knowing the City’s policies and procedures with regard to special interest classes (e.g. waiting lists, cancellation, refund, satisfaction, etc.) 1.9.2. Responsible for verifying that only registered participants with a signed City liability form on file with the City are permitted to participate in City’s special interest classes. 1.9.3. CONTRACTOR shall submit the following prior to the commencement of this Contract. If the following items are not submitted prior to the start of this Contract, this Contract shall automatically terminate: 1.9.3.1. Insurance requirements 1.9.3.2. LiveScan/Fingerprints/Background Checks 1.9.3.3. TB Test 1.10. PRIVACY: 1.10.1. Agrees that any personal information that Contractor receives regarding customers may not be used for other than City business. 1.10.2. Ensures that customer information will be stored in a secure location. 1.11. City AGREES to: 1.11.1. Process all registrations for classes (Contractors not allowed to register participants) 1.11.2. Provide Contractor with attendance sheets or online access to run their own. 1.11.3. Provide facility for scheduled classes, which includes reservation of outdoor spaces (e.g. sports fields, gyms, tennis courts, etc.) 1.11.4. Include Contractor classes in publicity materials. 2. Sample Schedule of Classes The parties agree that the Classes shall occur over the Fall, Winter, Spring, and Summer sessions of City’s Recreation Program. The dates, times and location of each class session shall be subject to the mutual agreement of the Recreation Coordinator and Contractor. Current Class and Camps Description CLASSES: Soccer 1: Techniques & Teamwork Learn dribbling, passing and receiving, defense and shooting goals. Fun skill games are played at every session, and every participant will have a ball at his or her feet. This class is perfect for first time players while being fun and engaging for kids with some experience. Small-sided soccer matches will be introduced gradually. Each participant will receive a soccer jersey. Shin guards are required after the first meeting. DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 14 Rev. March 29, 2018 9 Classes Age Rinconada Park 24 max 5y-6y Tu 9/10-11/5 3:30pm-4:15pm 9 Classes Age Mitchell Park 24 max 5y-6y W 9/11-11/6 3:45pm-4:30pm 9 Classes Age Mitchell Park 30 max 5y-6y Sa 9/21-11/16 11:00-11:45am Soccer 2: Skillz & Scrimmages Enjoy advanced skill building: dribbling, passing and shooting in a team play format. Class includes scrimmages that emphasize teamwork and positional play as well as activities to develop induvial skills. All levels of play are encouraged to come out and enjoy the soccer fun! Each participant will receive a soccer jersey. Shin guards are required after the first meeting. 9 Classes Age Mitchell Park 30 max 7y-10y Sa 9/21-11/16 11:50am-12:35pm Parent & Me Soccer Introduce your toddler to the world's most popular game! As you participate together in our fun age appropriate activities, your child will be developing their large motor skills and socialization skills. A variety of activities designed around the game of soccer will be played each week. The fun happens on the field, and in Parent & Me Soccer, parents are part of the action, not watching from the sidelines! Kids will receive a soccer jersey. 6 Classes Age Rinconada Park 20 max 2y-3 ½y Tu 9/10-10/15 5:30pm-6:00pm 9 Classes Age Mitchell Park 20 max 2y-3 ½y Th 9/12-11/7 9:00-9:30am 9 Classes Age Mitchell Park 20 max 2y-3 ½y Sa 9/21-11/16 8:30-9:00am 2y-3 ½y Sa 9/21-11/16 9:05-9:35am Pre Soccer Teaches the basic techniques of the game and builds self-esteem through participation and fun soccer activities. Children learn to follow instructions in a nurturing, age appropriate environment. Each participant will receive a soccer jersey. Shin guards are required. DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 15 Rev. March 29, 2018 9 Classes Age Rinconada Park 24 max 4y-5y Tu 9/10-11/5 4:15pm-4:50pm 9 Classes Age Mitchell Park 24 max 4y-5y W 9/11-11/6 4:30pm-5:05pm 9 Classes Age Mitchell Park 20 max 4y-5y Th 9/12-11/7 10:10-10:45am 9 Classes Age Mitchell Park 30 max 4y-5y Sa 9/21-11/16 10:20-10:55am Tot Soccer Enjoy running and kicking just like the big kids. Encourages large motor skill development through fun soccer games and introduces small children to the group setting. Each participant will receive a soccer jersey. Shin guards are required. 9 Classes Age Rinconada Park 24 max 3½y-4y Tu 9/10-11/5 4:50pm-5:20pm 9 Classes Age Mitchell Park 24 max 3½y-4y W 9/11-11/6 3:15pm-3:45pm 9 Classes Age Mitchell Park 20 max 3½y-4y Th 9/12-11/7 9:40am-10:10am 9 Classes Age Mitchell Park 30 max 3½y-4y Sa 9/21-11/16 9:45am-10:15am SUMMER CAMPS: Soccer Camp 4.5 to 6yr olds Spend a week enjoying the world's most popular sport in a fun, recreational environment. Learn and practice soccer skills including dribbling, passing, receiving, shooting and defense. Everyone is a winner as the week's fun culminates in an age-appropriate 'World Cup' tournament. All campers will receive a soccer ball and soccer jersey. Half-day campers should bring a full water bottle and a healthy snack. ALL PARTICIPANTS MUST WEAR SHIN GUARDS. SOCCER SHOES AND SUNSCREEN ARE RECOMMENDED. DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 16 Rev. March 29, 2018 5 Classes Age Mitchell Park North Field 20 max 13440 4 ½y-6y 6/3-6/7 9am-12pm 5 Classes Age Greer Field #1 20 max 13446 4 ½y-6y 7/29-8/2 9am-12pm 5 Classes Age Cubberley Center Field #2 20 max 13447 4 ½y-6y 7/8-7/12 9am-12pm Soccer Camp - 7 to 8yr olds Spend a week enjoying the world's most popular sport in a fun, recreational environment. Learn and practice soccer skills including: dribbling, passing, receiving, shooting and defense. Everyone is a winner as the week's fun culminates in an age-appropriate 'World Cup' tournament. All campers will receive a soccer ball and soccer jersey. Half-day campers should bring a full water bottle and a healthy snack. ALL PARTICIPANTS MUST WEAR SHIN GUARDS. SOCCER SHOES AND SUNSCREEN ARE RECOMMENDED. 5 Classes Age Mitchell Park North Field 20 max 13441 7y-8y 6/3-6/7 9am-12pm 5 Classes Age Greer Field #1 20 max 13448 7y-8y 7/29-8/2 9am-12pm 5 Classes Age Cubberley Center Field #2 20 max 13449 7y-8y 7/8-7/12 9am-12pm Soccer Camp - 9 to 10yr olds Spend a week enjoying the world's most popular sport in a fun, recreational environment. Learn and practice soccer skills including: dribbling, passing, receiving, shooting and defense. Everyone is a winner as the week's fun culminates in an age-appropriate 'World Cup' tournament. All campers will receive a soccer ball and soccer jersey. Half-day campers should bring a full water bottle and a healthy snack. ALL PARTICIPANTS MUST WEAR SHIN GUARDS. SOCCER SHOES AND SUNSCREEN ARE RECOMMENDED. 5 Classes Age Mitchell Park North Field 20 max 13442 9y-10y 6/3-6/7 9am-12pm DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 17 Rev. March 29, 2018 5 Classes Age Greer Field #1 20 max 13450 9y-10y 7/29-8/2 9am-12pm 5 Classes Age Cubberley Center Field #2 20 max 13451 9y-10y 7/8-7/12 9am-12pm Soccer All Day Camp Spend a week enjoying the world's most popular sport in a fun, recreational environment. Learn and practice soccer skills including: dribbling, passing, receiving, shooting and defense. Everyone is a winner as the week's fun culminates in an age-appropriate 'World Cup' tournament. All-day campers will stay for lunch and more fun in the afternoon. After lunch they will enjoy more soccer, soccer movies, and tabletop soccer games. Each day will reinforce the skills we learned by ending the day with a full soccer match. All campers will receive a soccer ball and jersey. All-day campers should bring a full water bottle (1.5 liter minimum), a healthy snack and a bag lunch. ALL PARTICIPANTS MUST WEAR SHIN GUARDS. SOCCER SHOES AND SUNSCREEN ARE RECOMMENDED. 5 Classes Age Mitchell Park North Field 20 max 13443 5y-6y 6/3-6/7 9am-3pm 5 Classes Age Mitchell Park North Field 20 max 13444 7y-8y 6/3-6/7 9am-3pm 5 Classes Age Mitchell Park North Field 20 max 13445 9y-10y 6/3-6/7 9am-3pm DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 18 Rev. March 29, 2018 EXHIBIT B SCHEDULE OF PERFORMANCE CONTRACTOR shall perform the Services so as to complete each task within the time period specified in Exhibit A, Scope of Services. The time to complete each task may be increased or decreased by mutual written agreement of the project managers for CONTRACTOR and CITY so long as all work is completed within the term of the Agreement. Upon request CONTRACTOR shall provide a detailed schedule of work consistent with the schedule in Exhibit A, Scope of Services. DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 19 Rev. March 29, 2018 EXHIBIT C SCHEDULE OF FEES CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts of Ninety Five Thousand dollars ($95,000.00) per year, or Two Hundred and Eighty Five Thousand dollars ($285,000) for a three year period. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. CONTRACTOR will not be compensated for classes offered and canceled. CONTRACTOR will be compensated for only registered participants listed on the attendance records. For all the classes and camps taught during the term of this Agreement, CITY shall pay CONTRACTOR 65% of the Resident Rate for the period of January 1, 2020 through December 31, 2022 as detailed below. DETAILED RATE SCHEDULE Year 1: January 1, 2020 – December 31, 2020 Scope Youth Soccer Class Instruction (One season) Resident Rate Task 1 Quarterly Soccer Class Instruction (9 class sessions) Consultant to instruct youth soccer classes: Parent and Me, Tot Soccer, Pre-Soccer, Techniques & Teamwork and Skills and Scrimmages. $135/student Task 2 3 Weeks of Summer Soccer Camps Instruction – half day (5 class sessions Consultant to instruct half day Soccer Summer Camps $160/student Task 3 3 Weeks of Summer Soccer Camps Instruction for full day (5 class sessions) Consultant to instruct full day Soccer Summer Camps $279/student Year 2: January 1, 2021 – December 31, 2021 Scope Youth Soccer Class Instruction (One season) Resident Rate DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 20 Rev. March 29, 2018 Task 1 Quarterly Soccer Class instruction (9 class sessions) Consultant to instruct youth soccer classes: Parent and Me, Tot Soccer, Pre-Soccer, Techniques & Teamwork and Skills and Scrimmages. $142/student Task 2 3 Weeks of Summer Soccer Camps Instruction – half day (5 class sessions Consultant to instruct half day Soccer Summer Camps $168/student Task 3 3 Weeks of Summer Soccer Camps Instruction for full day (5 class sessions) Consultant to instruct full day Soccer Summer Camps $293/student Year 3: January 1, 2022 – December 31, 2022 Scope Youth Soccer Class Instruction (One season) Resident Rate Task 1 Quarterly Soccer Class instruction (9 class sessions) Consultant to instruct youth soccer classes: Parent and Me, Tot Soccer, Pre-Soccer, Techniques & Teamwork and Skills and Scrimmages. $149/student Task 2 3 Weeks of Summer Soccer Camps Instruction – half day (5 class sessions Consultant to instruct half day Soccer Summer Camps $176/student Task 3 3 Weeks of Summer Soccer Camps Instruction for full day (5 class sessions) Consultant to instruct full day Soccer Summer Camps $308/student DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 21 Rev. March 29, 2018 EXHIBIT D INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F City of Palo Alto General Services Agreement 22 Rev. March 29, 2018 A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 DocuSign Envelope ID: 3BBA4E29-20B4-4F9F-B191-28EEDAFF0F9F Certificate Of Completion Envelope Id: 3BBA4E2920B44F9FB19128EEDAFF0F9F Status: Completed Subject: Please DocuSign: C20176414 - North American Youth Activities, LLC.pdf Source Envelope: Document Pages: 22 Signatures: 1 Envelope Originator: Certificate Pages: 2 Initials: 0 Kim Nguyen AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 kim.nguyen@cityofpaloalto.org IP Address: 12.220.157.20 Record Tracking Status: Original 10/30/2019 5:13:30 PM Holder: Kim Nguyen kim.nguyen@cityofpaloalto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Malcolm Guthrie malcolm@kidzlovesoccer.com Managing Member Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 96.74.109.134 Sent: 10/30/2019 5:20:12 PM Viewed: 10/31/2019 12:56:04 PM Signed: 10/31/2019 12:58:16 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Margie Cain Margie.Cain@CityofPaloAlto.org Program Assistant I City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 10/31/2019 12:58:19 PM Viewed: 10/31/2019 3:04:47 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/31/2019 12:58:19 PM Certified Delivered Security Checked 10/31/2019 12:58:19 PM Envelope Summary Events Status Timestamps Signing Complete Security Checked 10/31/2019 12:58:19 PM Completed Security Checked 10/31/2019 12:58:19 PM Payment Events Status Timestamps City of Palo Alto (ID # 10856) City Council Staff Report Report Type: Consent Calendar Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: Shuttle Service Contract Title: Approval of Contract Number C20174897 With Transmetro for the Operation of the Existing Palo Alto Crosstown Shuttle Service With Total Compensation Not-to-Exceed $1,139,347.50 Over a Three-Year Term From: City Manager Lead Department: Transportation Recommendation: Staff recommends that the City Council approve and authorize the City Manager or designee to execute the General Services Agreement with Transmetro with a maximum contract amount of $1,139,347.50 for the operation of the existing Palo Alto Crosstown Shuttle (CTS) service for up to three years. Background: The current Palo Alto Crosstown Shuttle (CTS) provides a free north-south shuttle service from the Palo Alto Transit Center to Crescent Park, Midtown, the Charleston Rd. area, and several community centers, libraries, senior centers, and schools in between. The shuttle currently operates Monday through Friday, excluding some holidays and is funded by the City. Ridership is approximately 4,900 passenger trips per month, consisting mostly of middle school students and senior citizens. In January 2011, the City Council approved a three-year contract with MV Transportation to operate the CTS until February 2014, later extended through June 2014. In July 2014, after another competitive solicitation process, MV Transportation was again selected to provide CTS service for a three-year term until June 2017, subsequently extended through June 2019. On June 24, 2019, Council approved a further extension of the contract term for six months through December 2019 to allow the completion of the Request for Proposal (RFP) process. (See staff report online here: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=44615.74&BlobID=72149.) Discussion: City of Palo Alto Page 2 Council approval of the contract with Transmetro as the new shuttle services provider will allow for the continued operation of the Crosstown Shuttle without a gap in service. A new Request for Proposal (RFP) for the CTS was released on April 11, 2019. A summary of the CTS RFP process is provided in Table 1. Table 1 – Crosstown Shuttle RFP Process Proposal Information Details Request for Proposal Released April 11, 2019 Pre-proposal Teleconference April 17, 2019 Request for Proposal Submittal May 14, 2019 Total Days to Respond to Proposal 27 days Number of Proposals Received: 4 RFP Respondents (Alphabetical) Location (City, State) Panel Interview? Arjuna Transportation Fairfield, CA Yes El Paseo Santa Clara, CA Yes MV Transportation Dallas, TX Yes Transmetro San Francisco, CA Yes Preferred Vendor: Transmetro Transmetro’s proposal provides the City with two fully dedicated 2018 CNG 30-passenger shuttle buses. All Transmetro drivers are required to complete 60 hours of training on safety, road proficiency, and vehicle inspection. The new service also comes with expanded performance reporting and customer service tools such as real-time shuttle information, automatic passenger counters, and a 24-hour emergency contact number. Transmetro will provide these features and transit service at a lower hourly rate than the City’s current vendor. Transmetro’s proposal included all necessary services, and in some instances, Transmetro exceeded the City’s specifications. Transmetro also provided the lowest priced proposal. Transmetro’s proposed unit price per hour of service is $75. In contrast, the current 6-month contract extension with MV Transportation specifies an hourly rate of $86.474. For the year ending in August 2019, the MV contract has yielded Crosstown shuttle ridership of 58,939 and a cost per passenger trip of $6.94. Assuming the same level of ridership, the proposed contract with Transmetro would yield a cost per passenger trip of $5.68. The cost per trip would decrease if the new vendor attracts higher ridership. While the current contractor has worked City of Palo Alto Page 3 with City staff to resolve issues with service delivery and quality, the new vendor offers service enhancements at a lower price point. Given Transmetro’s new data collection tools and customer service experience, staff looks forward to working with the new vendor to improve ridership. Vendor Current: MV Transportation Proposed: Transmetro Annual Cost $408,791.25 $334,822.50 Ridership (2018-19) 58,939 58,939 Cost per Rider $6.94 $5.68 It should be noted that VTA announced in mid-November that it would activate the New Service Plan beginning December 28th, 2019. This realignment of VTA resources will result in changes to bus routes in Palo Alto. To provide options to address gaps in VTA service, staff intend to return to Council this spring with options for expanding the shuttle program that can be included in the FY2021 budget process including a comparison of an on-demand option to the option of funding routes identified in the City’s Transit Vision Plan. See the August 14, 2017 staff report for the City’s Transit Vision Plan: https://www.cityofpaloalto.org/civicax/filebank/documents/60890. VTA’s New Service Plan webpage can be found at this website: http://newtransitplan.vta.org/. Policy Implication The continuing operation of the shuttle service is consistent with policies set forth in the City’s Comprehensive Plan including, Goal T-1: Create a sustainable transportation system, complemented by a mix of land uses, that emphasizes walking, bicycling, use of public transportation and other methods to reduce GHG emissions and the use of single-occupancy motor vehicles. Policy T-1.13: Encourage services that complement and enhance the transportation options available to help Palo Alto residents and employees make first/last mile connections and travel within the city for daily needs without using a single-occupancy vehicle, including shuttle, taxi and ridesharing services. Policy T-1.14: Continue the Palo Alto Free Shuttle Program and work with partners to enhance service by increasing frequency and prioritizing destinations of value to the community, including health centers, parks, schools, senior centers and shopping areas and other places where residents gather. Goal T-7: City of Palo Alto Page 4 Provide mobility options that allow people who are transit dependent to reach their destinations. Policy T-7.4: Collaborate with transit and shuttle providers including VTA, AC Transit, SamTrans, Stanford Marguerite Shuttle, Palo Alto Free Shuttle, Dumbarton Express Bus Service and Caltrain in the provision of service that is accessible to seniors and people with disabilities. Resource Impact: The Office of Transportation Fiscal Year 2020 Adopted Operating Budget includes sufficient funding to continue services for the Crosstown Shuttle Route for this fiscal year. Funding for subsequent years of the contract is subject to the annual appropriation of funds through the budget process. As discussed above, staff anticipates evaluating options to address VTA’s changes in service delivery and will return to City Council as part of budget development as appropriate. Timeline: Upon City Council approval, staff will execute Contract No. C20174897. Staff anticipates executing the contract by end of the year as our current contract with MV Transportation is set to expire on December 31, 2019. Stakeholder Engagement This item is to continue an existing service and does not seek to make changes to the Crosstown Shuttle route or frequencies. Stakeholder engagement for the Crosstown Shuttle occurs on an on-going basis via rider surveys, customer service communications, and updates to the Palo Alto shuttle website. Environmental Review: This program is exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) of Title 14 of the California Code of Regulations since it can be seen with certainty that there is no possibility the continuation of an existing shuttle service would have a significant effect on the environment. Attachments: Attachment A – Contract No. C20174897 General Services Agreement with Transmetro Attachments: • Attachment A: Transmetro Shuttle Service Contract (C20174897) City of Palo Alto General Services Agreement Rev. March 29, 2018 CITY OF PALO ALTO CONTRACT NO. C20174897 GENERAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on the _______________, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and Transmetro, a California corporation, located at 3931 Alemany Blvd., Suite 2003-221, San Francisco CA 94132, Telephone No. (415) 513-5777 (“CONTRACTOR”). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the “Services”) described in the Scope of Services, attached at Exhibit A. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: “A” - Scope of Services “B” - Schedule of Performance “C” – Schedule of Fees “D” - Insurance Requirements CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3. TERM. The term of this Agreement is from January 1, 2020 to December 31, 2022 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any: The total maximum lump sum compensation of dollars ($ ); OR The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of One Million One Hundred Thirty-Nine Thousand Three Hundred Forty-Seven Dollars and Fifty Cents. ($1,139,347.50). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. CITY has set aside the sum of zero dollars ($0.00) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement. 6. COMPENSATION DURING ADDITIONAL TERMS. CONTRACTOR’S compensation rates for each additional term shall be the same as the original term; OR CONTRACTOR’s compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR’s compensation rates be increased by an amount exceeding five percent of the rates effective DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 during the immediately preceding term. Any adjustment to CONTRACTOR’s compensation rates shall be reflected in a written amendment to this Agreement. 7. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 7, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in “Appendix __ Claims for Public Contract Code Section 9204 Public Works Projects”. This project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Appendix __, attached hereto and incorporated herein. OR This project is not a 9204 Public Works Project. 8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is Sylvia Star-Lack, Office of Transportation, Telephone: (650) 329-2546. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed along with monthly ridership logs during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications. DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR’s business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR’s performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR’s performance of the Services. CITY shall submit written documentation in support of such withholding DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 upon CONTRACTOR’s request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. CONTRACTOR shall ensure regular operations of Services at all times. Replacement or correction of any material or service shall affect no more than one-round trip. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR’s work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY’S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR’s records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 Exhibit D. Insurance must be provided by companies with a Best’s Key Rating of A- :VII or higher and which are otherwise acceptable to CITY’s Risk Manager. The Risk Manager must approve deductibles and self-insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement. O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR’s obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of Califor- nia which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days’ prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California. V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements: • All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double- sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. • Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including, but not limited to, Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 office. • Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. OR Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the Agreement for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. AA. DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded.” CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request. [For state- and federally-funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10-day period, then CONTRACTOR and its listed subcontractors shall be DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR’s proposal, the exhibits shall control. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO Transmetro Inc. ______________________________ By: City Manager or Designee Name: M.A. Omer Title: President Approved as to form: By: Name: Fred Khan Title: CFO ___________________________ City Attorney or Designee DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 EXHIBIT A SCOPE OF SERVICES SECTION 1: PALO ALTO SHUTTLE SERVICE CONTRACTOR shall operate shuttle buses for CITY on the Crosstown route (including the Special School Commute Service) in accordance with the schedule and routing determined by CITY. The schedules, hours of operation, and route may occasionally be altered by CITY. A. Crosstown Shuttle This route operates Monday through Friday, excluding some holidays. The school service route operates when Palo Alto schools are in session according to the Palo Alto School District Calendar. CONTRACTOR will adhere to the published route schedule approved by CITY, but the CITY will consider for approval adjustments for the efficient operation of the shuttle service. CONTRACTOR shall be responsible for providing all personnel and equipment needed for the Crosstown service including both the regular and school service. CITY will pay CONTRACTOR an hourly rate of $75 per hour for each bus operated in this service. Summer school service, special events, and schedule adjustments may be added as needed by the CITY with 30 days’ notice. Shuttle Route Operating Hours Daily Service Hours Crosstown Regular 7:40 a.m. – 5:30 p.m. 16.66 Crosstown School Service AM Crosstown School Service PM 7:35 a.m. – 8:25 a.m. 3:15 p.m. – 3:37 p.m. 0.83 0.37 Crosstown Shuttle Route Map DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 B. Service Increases and Reductions 1. CITY reserves the right to increase, reduce, or modify shuttle service as CITY may find necessary or appropriate in response to changes in ridership or CITY’s annual budget. Any additions shall be compensated at $75 per hour. 2. Each year the schedule for existing Special School Service will be reduced for summer months when schools are closed. 3. Excluding the service reduction for the summer, CITY will give CONTRACTOR at least thirty (30) days’ notice for shuttle service changes such as adding, deleting or modifying service. CONTRACTOR will acquire any additional vehicles and hire and train new personnel necessary for providing modified Palo Alto School Shuttle service. If CONTRACTOR requires additional time beyond 30 days to acquire the necessary vehicles and personnel, CONTRACTOR must contact CITY in writing within five (5) business days of receipt of CITY’s written request for the modified or expanded service. CONTRACTOR and CITY must then mutually agree on a new date for fulfilling CITY’s request to add service, however, under no circumstances shall that date be more than 75 days from the date of CITY’s written request for additional service. CONTRACTOR may elect to provide the requested service change in less than 30 days if they are able and CITY agrees. CONTRACTOR must maintain sufficient staffing of bus operators to operate all routes at all times. SECTION 2: DELIVERABLES A. Vehicle Requirements: CONTRACTOR shall provide a sufficient number of buses that seat a minimum of twenty-five (25) riders each, including at least one dedicated spare bus to be used as a stand-by vehicle. CONTRACTOR shall also have the capability to provide additional vehicles for any service expansion requested by CITY at a later date. All vehicles used to perform the Services must first be approved and accepted by CITY before placed in service. Additionally, CONTRACTOR is responsible for ensuring that all Palo Alto Shuttle vehicles meet the applicable California Air Resources Board (CARB) and Bay Area Air Quality Management District (BAAQMD) air emissions standards for public transit fleets at all times. At commencement of service, all vehicles used for Palo Alto Shuttle services shall be no more than one (1) year old and have incurred fewer than 50,000 miles on engine and transmission, unless prior written approval from CITY has been received. CITY may inspect, accept and/or reject vehicles prior to commencement of services. All vehicles shall meet the following vehicle requirements: 1. Type of Vehicle: The following types of vehicles may be placed in service on the Palo Alto Shuttle routes during the contract term. a. An alternative fuel vehicle (CNG, LNG, propane, electric); b. A hybrid-electric vehicle; c. A post-1994 diesel vehicle with a CARB-certified particulate matter filter installed (this option requires the use of ultra-low-Sulphur-fuel not exceeding 15 parts per million); or DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 d. A post-1989 gasoline-fueled vehicle. Each Palo Alto Shuttle vehicle shall further meet all of the following criteria: a. Every vehicle in operation shall be accessible to disabled patrons and be equipped with proper wheelchair restraints, complying with the Americans with Disabilities Act (ADA) regulations. b. Vehicle signage and logos shall be designed by CITY but installed and maintained by CONTRACTOR. No additional advertising or messages shall be provided on the vehicles without written authorization by the CITY. c. Each vehicle shall be equipped with safety equipment that meets California Highway Patrol standards. d. Each vehicle shall be equipped with a working communications system linking the vehicle with CONTRACTOR’S operating facility. The communications system must be operable in all locations on the routes specified. Two-way communications must be functional and useable at all times during all service hours. e. Each vehicle shall be equipped with an automatic passenger counting system. f. Each vehicle shall have fully functioning and properly maintained heating and air-conditioning. g. Each vehicle shall have stanchions and overhead grab rails for standing passengers. h. Each vehicle shall be equipped with a bicycle rack. i. Each vehicle shall be equipped with a GPS device enabling CITY staff or mobile applications to track the vehicle and estimate its schedule arrival. j. Fare boxes are not required. 2. Vehicle Licensing: CONTRACTOR shall keep all vehicles fully licensed and inspected as required by state and local government and regulatory agencies. CONTRACTOR shall further comply with all federal, state and local vehicle registration, permitting, operating, emissions and regulatory requirements, restrictions and laws. 3. Vehicle Safety/Inspections: The vehicles shall comply with all applicable Department of Transportation Motor Vehicle Safety Standards. CONTRACTOR shall perform and document daily safety inspections of vehicles prior to beginning each day’s service. The “pre” and “post” operation inspections shall, at a minimum, comply with California Code of Regulations, Title 13 and may be subject to approval by CITY. Vehicles shall be repaired or replaced within 30 minutes of breakdown. Vehicles failing the daily inspection shall not be used in service until the failure and its cause(s) are corrected. All replaced vehicles must display the proper signage as directed by CITY. CITY reserves the right but has no obligation to ensure that vehicles are being maintained properly and are in safe operating condition. CITY may inspect vehicles at any time and may bar a vehicle from service, if it determines that the safety or operation of the vehicle is impaired, until the problem(s) are corrected. CITY may DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 also bar a vehicle from service, if it fails to comply with the maintenance, operating and emissions standards dictated by federal, state and local mandates. CONTRACTOR must also ensure that the maintenance/repair facility and equipment used for maintenance and repair of all Palo Alto Shuttle vehicles are in compliance with all federal, state and local laws. CITY reserves the right to inspect all facilities and equipment used for Palo Alto Shuttle maintenance and repair activities and requires that they be replaced or improved to ensure operational efficiency of the shuttle vehicles and the safety of employees and passengers. Additionally, CONTRACTOR shall be in receipt of a current CHP Terminal Inspection Report at all times. 4. Vehicle Maintenance: CONTRACTOR, at its expense, shall maintain all vehicles used for the shuttle service, at a minimum, in accordance with manufacturer’s specifications and/or in accordance with the State’s vehicle maintenance standards. Where duplicate standards/regulations exist, CONTRACTOR shall be required to maintain vehicles in accordance with the stricter standards. Vehicles shall be cleaned and maintained as stated in the section, Performance Standards and Liquidated Damages Charges. Maintenance records shall be kept for all vehicles and shall be available for CITY inspection during normal office hours (8 a.m. to 5 p.m.). CONTRACTOR shall provide to CITY a maintenance plan describing how and where vehicles will be maintained and any maintenance system or procedures that will be utilized. All fuels, lubricants, parts, materials, etc., required for the performance of the service, shall be supplied by CONTRACTOR at CONTRACTOR’s expense and may be subject to specification and approval by CITY. 5. Air Emissions: The vehicles used for provision of Palo Alto Shuttle services must not emit particulate matter (PM), Nitrous Oxide (NOx) and other air pollutants, indicated by the California Air Resources Board (CARB) and the Bay Area Air Quality Management District (BAAQMD), in amounts that exceed the maximum level(s) mandated by the agency. (See “Type of Vehicle” paragraph in this section for vehicle details.) Should CONTRACTOR choose to use diesel-powered vehicles, as approved by CARB and the BAAQMD only, CONTRACTOR must use ultralow- sulphur diesel fuel that does not exceed fifteen parts per million. Unless otherwise instructed, all Palo Alto Shuttle operators shall turn off the vehicle’s engine if the idle time will exceed three minutes per Palo Alto Municipal Code Chapter 10.62. 6. Wheelchair Lifts: CONTRACTOR shall maintain all wheelchair lifts and safety devices in full operating condition and ensure that wheelchair lifts be cycled twice daily, once prior to beginning the service day, and once again at the end of the service day. During all preventative maintenance inspections, the lift shall be checked to ensure it is DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 capable of lifting 600 pounds. Any required maintenance or repair work shall be performed before a vehicle is put into service. 7. Spare Vehicles: CONTRACTOR shall have at its disposal a sufficient number of spare vehicles available to meet service requirements, including one dedicated spare vehicle as a stand-by vehicle. 8. Vehicle Damage: All cosmetic damage to vehicles shall be repaired in a high-quality manner and in an expeditious manner. Damaged vehicles shall immediately be removed from service until such repairs are completed and replaced with another vehicle that meets the vehicle and signage requirements in this Agreement. 9. Vehicle Signage: Vehicles shall include a Wrap Decal Scheme. CITY will provide the design files for the Wrap Decal Schemes. CONTRACTOR will be responsible for printing, installing, and maintaining the Wrap Decal Scheme. Vehicles shall display signage as directed and approved by CITY, when providing Palo Alto Shuttle services. Signs shall be maintained in prime condition. CITY shall have the right to require the CONTRACTOR, at any time during the term of the Agreement and at CONTRACTOR’s sole expense, to replace any signage and/or logos that are torn, faded, frayed along the edges, obsolete, or otherwise deemed unacceptable by CITY for professional display. CONTRACTOR must meet all Federal, State and local regulations regarding vehicle identification and signage. All marked vehicles are subject to approval by CITY before being placed in service. Furthermore, all signage and logos associated with the Palo Alto Shuttle service must be removed or completely covered, should any of the designated shuttle vehicles be used to perform other contracted services that are unrelated to the Palo Alto Shuttle service. 10. On Board Schedule Rack: CONTRACTOR shall supply and install a CITY-approved schedule rack on board any vehicle providing shuttle service for the CITY. Schedules and other promotional literature shall be provided by CITY. CONTRACTOR will request schedules from the CITY in order to maintain an on-board supply of schedules available to the public. 11. On Board Advertising: Any advertising on either the interior or exterior of the shuttle vehicles, while in service, is strictly prohibited. Any advertising already on vehicles must be removed prior to entering into CITY Service. However, CITY reserves the right to review this policy at a later date and implement on-board advertising. B. Personnel Requirements: CONTRACTOR shall be solely responsible for the provision and the satisfactory work DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 performance of all its employees, including subcontracted personnel (if approved by CITY), contributing to the Palo Alto Shuttle service. CONTRACTOR shall be solely responsible for payment of all employee and/or subcontractor wages and benefits. Without any additional expense to CITY, CONTRACTOR shall comply with the requirements of employee liability, equal employment, Worker’s Compensation, unemployment insurance, Social Security, income tax and all other applicable laws. 1. Removal of Contract Personnel: CONTRACTOR shall remove personnel who do not meet the performance standards in this Agreement, upon notice from CITY. CONTRACTOR shall not, without prior written notice to CITY, remove or re-assign the key management personnel identified in its proposal, (i.e. Project Manager) at any time, prior to or after execution of the Agreement. CITY has the right to approve of any proposed substitute or replacement of such key management personnel. CONTRACTOR shall immediately report to City any drivers who are cited or arrested for public offenses while providing shuttle services, including being cited for moving traffic violations, and CONTRACTOR shall immediately take all reasonable steps to ensure passenger and vehicle safety in the event of such a violation. 2. Project Manager: CONTRACTOR shall designate a Project Manager specifically assigned to the provision of the Palo Alto Shuttle service who shall oversee the day-to-day operation of the service, as well as serve as a daily point of contact. The Project Manager shall fulfill reporting requirements, address service and operator issues, respond to complaints, and ensure that daily service requirements are met. 3. Route Supervisor: CONTRACTOR shall designate a Route Supervisor for coordinating, monitoring and overseeing the day- to-day operations of shuttle service in the field. The Route Supervisor shall be responsible for communicating special instructions from the CITY to all shuttle vehicle operators and ensuring that the instructions are fulfilled accordingly. The Route Supervisor duty may be fulfilled by a Lead Operator. CITY staff, at their discretion, may from time to time provide operational instructions governing the Palo Alto Shuttle operations. CONTRACTOR shall inform all shuttle drivers that operational instructions from CITY staff must be fully executed. CITY staff shall notify CONTRACTOR of any special instructions provided to the shuttle operators which may impact service hours. 4. Drivers: CONTRACTOR shall supply a sufficient number of qualified personnel to operate the vehicles and to provide the Services required. All drivers performing Services shall comply with the following: i. Appearance: Each driver shall, at all times while on duty, in the performance of the Services, be neatly, professionally and cleanly dressed in a required uniform, including DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 identification badge ii. Driver and Passenger Conduct Standards: Drivers shall comply with and enforce the following conduct standards, in order to maintain a comfortable and safe environment for all Palo Alto Shuttle patrons: 1. Drivers shall maintain a courteous and cooperative attitude in their contact with the public. 2. Drivers shall only provide accurate and correct information to customers. CONTRACTOR’s Project Manager is responsible for providing personnel with the most updated and accurate information regarding the Palo Alto Shuttle service on a daily or more frequent basis. 3. Each driver shall carry a timepiece accurate to within one minute, reset to the exact time prior to beginning any City Service. 4. Drivers and passengers shall not smoke on board or near the shuttle vehicles. 5. There shall be no operation of audio devices by drivers or passengers, with the exception that headphone systems are allowed to be played by passengers. 6. Drivers shall not use communication devices of any kind, including cellular telephones or Bluetooth headsets, for any purpose while driving or attending to passengers. These devices shall only be used while the driver is stopped at a designated bus stop or other safe location. 7. Shoes and shirts shall be required to be worn by all passengers. 8. No eating or drinking shall be allowed on board the vehicles. iii. Language Proficiency A level of proficiency in the English language, sufficient for speaking effectively and clearly with passengers and for preparing required written logs and reports, is required. iv. Licensing and Other Requirements 1. CONTRACTOR shall comply with the Immigration Reform and Control Act (IRCA), which requires all employers to verify the authorization of its employees to work in the United States. 2. All drivers shall be properly licensed in the State of California to provide this type of service. A written record from the State Department of Motor Vehicles shall be submitted to CITY semi-annually for each driver, beginning at the start of the contract period, and then kept on file. Drivers shall possess a Class “B” Driver’s License, with applicable endorsements mandated by the State of California for the type of vehicle operated. All drivers shall comply with all relevant State of California codes and standards. v. Future Standards – At such time as they may be implemented, drivers shall comply with any future standards, which may be required of drivers operating the Services. vi. Distribution of Promotional Materials and Surveys – Upon CITY’s request, drivers shall DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 be required to hand out City promotional materials or surveys to passengers. CITY shall supply all such materials. vii. Training – All drivers shall be required to receive, and have successfully completed, the minimum current drivers training required by the California Department of Motor Vehicles for the type of vehicle operated. All costs associated with driver training shall be the responsibility of the CONTRACTOR. CONTRACTOR is responsible for ensuring that each driver is properly acquainted with the requirements of the program, his/her responsibilities as a driver, and assisting passengers with special needs and disabilities. viii. Logs/Trip Sheets – Drivers shall be required to maintain vehicle logs or trip sheets for each day of service, to include passenger counts and incident reports. See Section C, “Records and Reports Requirements”, below for additional requirements. ix. Driving Offenses – A driver shall be disqualified from providing shuttle service, if any of the following circumstances exist: 1. Conviction of more than three (3) moving violations within the last three years. 2. Driver’s license has been suspended, revoked or put on probation by the DMV for a cause involving the safe operation of a motor vehicle within the last three years. x. Drug/Alcohol Abuse -- In accordance with Department of Transportation (DOT) requirements, the CONTRACTOR shall, at its own expense, assure that all drivers, mechanics and other safety sensitive personnel performing services are free from alcohol misuse and/or the abuse of drugs; including amphetamines, opiates, cocaine, PCP, marijuana and the misuse/abuse of prescription drugs, formulations of amphetamines or derivatives of narcotic drugs, while on the job and/or performing safety sensitive duties. CONTRACTOR will require its prospective safety sensitive employees who may be assigned to perform work under this contract undergo pre-employment drug testing. Safety sensitive employees shall also be subject to post-accident testing, probable cause testing, and random testing as required by applicable law. Such drug and alcohol tests will comply with all applicable regulations. If an employee fails a random, post- accident, or probable cause test, CONTRACTOR shall inform the CITY’s Project Manager of the failure and of the actions taken within 24-hours of the event. xi. Usage of Vehicles -- It is prohibited for drivers to allow friends, family or relatives to ride aboard shuttles unless they are actually using the service to get to a Palo Alto Shuttle destination. 5. Office Staff: CONTRACTOR shall supply a sufficient number of employees to staff the CONTRACTOR’s office at all required times and perform all necessary tasks associated with the service, including responding to calls for information or assistance from the public or City staff. CONTRACTOR shall be responsible for training these employees and ensuring that all program policies and procedures are understood and enforced. During all times when vehicles are on the road for this program, CONTRACTOR shall staff the DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 office with at least one person trained to perform radio dispatching functions, monitor the telephone and handle any issues associated with City Service. C. Records and Reports Requirements: 1. Routine Reports: CONTRACTOR shall compile, prepare and furnish to CITY the following records and reports in a format approved by CITY. These records and reports shall be submitted on a monthly basis with billing information. CITY reserves the right to withhold payment if the required reports are not included with the billing information by the due date established by CITY at the onset of the contract. i. Billing Information (in City-specified format) ii. Actual/Scheduled number of service operating hours and miles of each route and vehicle iii. Level of usage by disabled passengers and bicycles iv. Complete explanation of all accidents, incidents, complaints and unusual events v. Passenger Counting data must be generated by automatic passenger counting system (on/off per stop/route, time, date, totals) vi. Driver’s daily passenger logs, which must include daily passenger counts (on/off per stop/route, totals) Other Reports that shall be provided by CONTRACTOR as required by this Agreement include the following: i. Maintenance Records – vehicle number, dates, types of service, etc., daily vehicle availability, summary of vehicle road failures (as requested) ii. State Department of Motor Vehicles record of each driver (semi-annually from start of contract) iii. California Highway Patrol (CHP) Pull-Notice System Reports (as required) iv. California Highway Patrol (CHP) Terminal Inspection Report (as requested) v. Substance Abuse Control Program reports (as required) vi. Vehicle reports verifying compliance with CARB and the BAAQMD (as requested) vii. Passenger Surveys provided by City (as requested) viii. Report on Vehicle Compliance with the CARB to include engine type, vehicle model and year, odometer readings, fuel used, and vehicle size for each shuttle used to provide Palo Alto Shuttle services (prior to start of service and annually thereafter, or as requested) 2. Records Requirements: CONTRACTOR shall be responsible for properly maintaining separate records and summaries for this Service as deemed necessary by City and/or for City’s submission to federal and/or state agencies. CONTRACTOR shall comply with all federal, state and local mandates regarding record retention. 3. Maintenance and Ownership of Records: All reports, records, and data relating to this Agreement shall be the property of CITY. DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 D. Miscellaneous Requirements: 1. Fares: This Palo Alto Shuttle service shall be free of charge to all passengers. No fares shall be collected for any of the existing or proposed routes. 2. Gratuities: CONTRACTOR and its employees and/or subcontractors are prohibited from soliciting or accepting any tips or gifts of any kind while operating a vehicle in City Service. 3. Meetings: CITY plans to hold meetings with CONTRACTOR on an as-needed basis for the purpose of discussing service problems and proposed solutions and to maintain open and frequent communications. Unless otherwise notified, the CONTRACTOR’s Project Manager shall attend all meetings. 4. Facilities: CONTRACTOR shall provide suitable maintenance and storage facilities with which to operate the Service. All furnishings, equipment and supplies are the responsibility of CONTRACTOR. 5. Safety/Emergency Preparedness/Security Requirements: CONTRACTOR shall provide for the safety of passengers by any and all reasonable means, including but not limited to: driver training, retraining, and monitoring; vehicle maintenance; maintaining order in and around vehicles; providing safety and emergency procedures. Each vehicle shall be equipped with a fire extinguisher and appropriate first- aid kit furnished by CONTRACTOR. 6. Web-Based Vehicle Tracking: Each vehicle shall include Automatic Vehicle Location (AVL) technology that must provide real-time route and vehicle information via a web-based interface for use by the public. Public must be able to track vehicle location, receive estimates on arrival to stops and must have access to this information through a website as well as mobile applications (such as smartphone apps). CONTRACTOR shall use websites as well as mobile applications that incorporate information for other public transit providers. The system must also be equipped with reporting capabilities to accurately datastream and archive operational service information (for example: route timing, passenger wait time, trip counts, operator performance, vehicle speed and movement, departure and arrival times, etc.). The AVL system must also include next-stop annunciation. The cost of maintaining the GPS and web- based portal shall be included in the hourly service fee for each route. 7. On-Time Performance Monitoring: CONTRACTOR shall provide real-time data via application program interface (API) to track the on- time performance of each shuttle trip. CITY shall be permitted to share real-time data to the public. CONTRACTOR shall provide the following data for each trip to allow for on-time performance monitoring of shuttle service. DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 Field Name Format Description Trip Number xx1, xx2, xx3… 2-letter Date of the day + Consecutive trip # Trip Duration MM:SS Trip Distance Miles Start Date MM, DD, YYYY Start Time HH:MM:SS End Date MM, DD, YYYY End Time HH:MM:SS E. Liquated Damages: CONTRACTOR’s strict adherence to the schedule of operations in rendering the public service called for by these specifications is of the essence. THE PARTIES HERETO AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO DETERMINE THE ACTUAL DAMAGE TO THE CITY IF CONTRACTOR WERE TO FAIL TO PERFORM THE SERVICES OR MEET THE PERFORMANCE STANDARDS SET FORTH BELOW. IN ADDITION TO THE SERVICES PROVIDED, CITY EXPECTS TO RECEIVE OTHER BENEFIT FROM CONTRACTOR’S SERVICES. THE PARTIES MUTUALLY AGREE THAT LIQUIDATED DAMAGES SET FORTH HEREIN ARE ACCEPTABLE TO EACH PARTY AND ARE A REASONABLE ESTIMATE OF CITY’S LOSS IF CONTRACTOR FAILS TO COMPLETE SERVICES IN ACCORDANCE WITH THE SCHEDULE OF PERFORMANCE AND/OR FAILS TO MEET THE PERFORMANCE STANDARDS. CITY’S ACCEPTANCE OF ANY LIQUIDATED DAMAGES AS A RESULT OF A PERFORMANCE STANDARD BREACH SHALL NOT PREVENT CITY FROM EXERCISING ANY OTHER RIGHT OR REMEDY FOR DEFAULT AVAILABLE TO CITY UNDER THIS AGREEMENT. CONTRACTOR shall abide by the performance standards stated herein and shall be liable for the stated liquidated damage charges in the event of their failure to meet any of the performance standards. CITY is authorized to deduct any liquidated damage charges imposed or other assessments from CONTRACTOR’s invoice for services. In addition to any liquidated damage remedy, City reserves the right to terminate the Agreement for any failure by CONTRACTOR to maintain compliance with the performance standards. Specific performance standards and the assessments that will be imposed for non- performance are listed below. 1. On-Time Performance: Standard: CONTRACTOR shall be on time for all trips to ensure a smooth and efficient transfer of passengers between the Palo Alto trains and the Palo Alto Shuttles. CONTRACTOR shall have all Palo Alto Shuttles staged and ready to receive passengers at least ten (10) minutes before start of each service day. i. Non-performance: Missing a trip entirely is considered as not providing the required DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 service. City shall not pay for missed trips. Liquidated damages in the amount of $200.00 per trip that was missed entirely shall be assessed. ____ ii. Non-performance: Departing a shuttle terminus stop ten (10) or more minutes later than the scheduled departure time published in the time guide. Liquidated damages: $100.00 shall be assessed for each late departure. ____ iii. Non-performance: Departing a shuttle terminus stop before the scheduled pick-up time at that location. Liquidated damages: $100.00 shall be assessed for each early departure. ____ 2. Vehicle Maintenance: Contractor shall maintain vehicle equipment in proper operating condition. Non-performance: Schedules that operate using a vehicle with a cracked windshield, inoperative safety devices, inoperative heater/air conditioner, illegal tire tread, or other significant defects are unacceptable. Liquidated damages: $250.00 per day shall be assessed. ____ 3. Vehicle Tracking System: Contractor shall maintain the tracking system in proper operating condition. Non-Performance: Vehicles that operate without real-time information on websites and mobile application. Liquidated damages: $50 per day will be assessed. ____ If a contractor fails to provide real-time tracking service at acceptable service level, City may hire a third party to provide real-time shuttle tracking service at the Contractor’s cost. 4. Safety Standard: Contractor shall maintain all vehicles used in City Service in compliance with all applicable federal and state safety standards. Non-performance: In the case that the vehicle operating authority falls under the California Public Utilities Commission (CPUC), and if the CPUC revokes the permits to operate the vehicles in this Service, as a result of unsatisfactory inspection ratings by the CHP, they shall not operate. Liquidated damages: $500.00 per vehicle per day. This amount shall be assessed until a satisfactory inspection report is obtained. ____ 5. Vehicle Appearance: Contractor shall maintain the upkeep and cleanliness of all vehicles. i. At a minimum, interiors shall be swept, mopped, and wiped down daily, including the driver and dash areas. ii. At a minimum, exteriors shall be washed twice weekly with more frequent washings as required during periods of rainy weather, including polishing of windshields and cleaning of wheels. iii. At a minimum, all vehicles shall be completely detailed twice a month including, but not limited to, the driver’s area, dashboard, windows, ceiling, walls, floors and seats. Non-performance: A vehicle that has not been cleaned as described above. Liquidated damages:$100.00 per day will be assessed. ____ 6. Vehicle Signage: Contractor shall ensure that the vehicle displays the required signage appropriately on the vehicle. DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 i. Non-performance: Vehicles that operate without the proper signage. Liquidated damages: $100 per day without the proper signage will be assessed. ____ ii. Non-performance: Vehicles that operate with improperly placed signage. Liquidated damages: $100 per day with the improperly placed signage. ____ iii. Non-performance: Vehicles that operate service unrelated to the Palo Alto Shuttle Program while displaying signage and/or logos that reference the Palo Alto Shuttle services. Liquidated damages: $100 will be assessed per vehicle per incident. ____ 7. Vehicles – Disabled Accessibility: Each vehicle shall be accessible to disabled persons through wheelchair lifts, ramps or other approved method. Non-performance: Schedules that operate without a working wheelchair lift shall be considered as having not operated. City shall not pay for missed trips. Liquidated damages: $250.00 per vehicle trip will be assessed. ____ 8. Vehicles – Emissions Compliance: All vehicles used to provide Palo Alto Shuttle service shall comply with the vehicle type, fuel requirements, and emissions standards required by the California Air Resources Board (CARB) at all times. Non-performance: The use of non-compliant vehicles for Palo Alto Shuttle service any time during the contract period will result in penalties to the Contractor. Liquidated damages: $500 per day that the non-compliant vehicle operates. ____ 9. Report Submissions: Contractor must submit all routine reports required by City, as listed in Section C of the Scope of Work, with Contractor’s monthly invoice/billing and other reports within 30 days of being requested by City. i. Non-performance: Submitting required reports beyond the deadline for submission. City shall be entitled to withhold payments of Contractor’s monthly invoices until reports are received by City. _____ ii. Non-performance: Deliberately reporting falsified information on a report submitted to City. City shall be entitled to withhold payments of Contractor’s monthly invoices until accurate information is received by City. ____ DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 EXHIBIT B SCHEDULE OF PERFORMANCE CONTRACTOR shall perform the Services according to the following schedule during the term of the Agreement: Shuttle Route Operating Hours Bus # Crosstown Regular 7:40 a.m. – 5:30 p.m. 1 & 2 Crosstown School Service AM 7:35 a.m. – 8:25 a.m. 1 Crosstown School Service PM 3:15 p.m. – 3:37 p.m. 1 The Crosstown operates Monday through Friday, excluding some holidays. The school service route operates when Palo Alto schools are in session according to the Palo Alto School District Calendar. CONTRACTOR will adhere to the published route schedule approved by CITY, but the CITY will consider for approval adjustments for the efficient operation of the shuttle service. CITY may from time to time modify the schedule. CONTRACTOR shall perform the Services in accordance with the schedule established by CITY. Summer school service, special events, and schedule adjustments may be added as needed by the CITY with 30 days’ notice. DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 EXHIBIT C SCHEDULE OF FEES CITY shall pay CONTRACTOR at the rate of $75 per hour for each shuttle bus in service. The table below shows the estimated total per month and year based on the anticipated number of hours of shuttle service. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. Crosstown route is estimated based on schedule with 2 vehicles, 30 to 60-minutes headways Lunch hours are included in the bus run values; 15 minutes pre/post inspection; 10 minutes break every 4 hours. Sub-total Annual Fee $ 334,822.50 Summer School/Schedule Adjustments for special events (if needed) $ 44,960.00 Total Annual Fee (includes adjustments) $ 379,782.50 Additional Services (Not to Exceed) $0.00 Maximum Total Compensation $1,139,347.50 Item Operating Hours Hrs/Day # of Days /Month # of Days/ Year Unit Price Per Hour TOTAL / MONTH TOTAL / YEAR Crosstown Regular 7:40am - 5:30pm 16.66 21.25 255 $75 $26,551.88 $ 318,622.50 Crosstown School Service AM 7:35am - 8:25am 0.83 15 180 $75 $ 933.75 $ 11,205.00 Crosstown School Service PM 3:15pm - 3:37pm 0.37 15 180 $75 $ 416.25 $ 4,995.00 Summer School/Schedule Adjustments & Special Events, if needed $ 44,960.00 TOTAL 17.86 $27,901.88 $ 379,782.50 DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 EXHIBIT D INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $2,000,000 $2,000,000 $2,000,000 $5,000,000 $5,000,000 $5,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $5,000,000 $5,000,000 $5,000,000 $5,000,000 $5,000,000 $10,000,000 $10,000,000 $10,000,000 $10,000,000 $10,000,000 NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 City of Palo Alto General Services Agreement Rev. March 29, 2018 A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONTRACTOR SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONTRACTOR SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 DocuSign Envelope ID: A14524E1-5C9D-4B70-BF1D-06D9C38909A0 Certificate Of Completion Envelope Id: A14524E15C9D4B70BF1D06D9C38909A0 Status: Completed Subject: Please DocuSign: C20174897 Transmetro - final.pdf Source Envelope: Document Pages: 28 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 14 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 12.220.157.20 Record Tracking Status: Original 12/3/2019 8:30:01 AM Holder: Terry Loo Terry.Loo@CityofPaloAlto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp M. A. OMER info@transmetro.org Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 24.130.5.38 Sent: 12/3/2019 8:40:46 AM Viewed: 12/3/2019 9:23:27 AM Signed: 12/3/2019 9:24:22 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Fred Khan fred@transmetro.org General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 24.130.5.38 Sent: 12/3/2019 9:24:24 AM Viewed: 12/3/2019 9:40:49 AM Signed: 12/3/2019 9:42:10 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Sylvia Star-Lack Sylvia.Star-Lack@CityofPaloAlto.org Manager Transportation Planning City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 12/3/2019 9:42:13 AM Viewed: 12/3/2019 9:46:55 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Elizabeth Egli elizabeth.egli@cityofpaloalto.org Managment Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 12/3/2019 9:42:13 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/3/2019 9:42:13 AM Certified Delivered Security Checked 12/3/2019 9:42:13 AM Signing Complete Security Checked 12/3/2019 9:42:13 AM Completed Security Checked 12/3/2019 9:42:13 AM Payment Events Status Timestamps City of Palo Alto (ID # 10861) City Council Staff Report Report Type: Consent Calendar Meeting Date: 12/16/2019 City of Palo Alto Page 1 Council Priority: Climate/Sustainability and Climate Action Plan, Transportation and Traffic Summary Title: Approval of Three Contract Amendments for Mobility on Demand FTA Grant Title: Approval of the Following Contract Amendments for the City's Fair Value Commuting Project in Cooperation With the Federal Transit Administration: 1) Amendment Number 2 to Contract Number C19173096 with Prospect Silicon Valley to Extend the Term through April 30, 2020 and Increase the Contract Limit by $26,000 to an Amount Not-to-Exceed $251,000; 2) Amendment Number 3 to Contract Number S17166237 with Hillary M. Rupert to Extend the Term through May 31, 2020 and Increase the Contract Limit by $55,000 to an Amount Not-to-Exceed $327,200; and, 3) Amendment Number 1 to Contract Number C19173099 with RideAmigos to Extend the Term through March 31, 2020 and Increase the Contract Limit by $10,500 to an Amount Not-to-Exceed $160,850 From: City Manager Lead Department: City Manager Recommendation Staff recommends that Council authorize the City Manager or his designee to approve the following amendments to continue and complete the City’s Mobility on Demand pilot in coordination with the Federal Transit Administration: 1) Amendment No. 2 to contract C19173096 (Attachment A) with Prospect Silicon Valley (Prospect SV) to extend the term through April 30, 2020 and increase the contract limit by $26,000 to an amount not to exceed $251,000; 2) Amendment No. 3 to contract S17166237 (Attachment B) with Hillary M. Rupert to extend the term through May 31, 2020 and increase the contract limit by $55,000 to an amount not-to-exceed $327,200; and 3) Amendment No. 1 to contract C19173099 (Attachment C) with RideAmigos to extend City of Palo Alto Page 2 the term through March 31, 2020 and increase the contract limit by $10,500 to an amount not-to-exceed $160,850. Background On January 9, 2017, the City Council authorized the City’s management of and participation in a grant for a Fair Value Commuting proposal through the Federal Transit Administration’s Mobility on Demand funding program; this action included authorization to develop agreements with participating agencies and specified contractors (CMR 7618). This research project is designed to advance the strategic objectives of assessing and piloting mobility strategies to reduce congestion, reduce emissions and improve access to effective mobility options. Prospect Silicon Valley On August 13, 2018, the City Council approved the contract with Prospect Silicon Valley (CMR 9444), and on December 10, 2018, the City Council approved Amendment One to update the rate schedule for the contract (CMR 9854). As the Principal Investigator for the Mobility on Demand Fair Value Commuting Grant from the Federal Transit Administration (FTA), Prospect Silicon Valley (Prospect SV) provides professional services and subject matter expertise for the implementation of Fair Value Commuting and works under the direction of the City and in conjunction with the project vendors and partners to develop and implement the grant. Prospect SV’s scope of services focus on the following six tasks: (1) Project Administration; (2) Software Enhancement and Development; (3) Employer Pilots; (4) Gap Filling; (5) Policy Work and Knowledge Sharing; and (6) Draft and Final Project Report. Hillary M. Rupert On March 19, 2018, the City Council approved Amendment Number 2 with Hillary M. Rupert (CMR 8995) to perform consultant services that advance key actions identified in the City’s 2018-2020 Sustainability Implementation Plan (SIP). Two of the key focus areas are Electric Vehicles and Mobility. Within the Mobility focus area, Hillary Rupert’s responsibilities are outlined below: Mobility • Goal: Reduce Single Occupancy Vehicle (SOV) travel and ensure transportation services are more utilized. Advance the key learnings and strategic objectives of assessing and piloting mobility strategies to reduce congestion, reduce emissions and improve access to effective mobility options through the successful implementation of the technology and policy research grant Fair Value Commuting (FVC). o Project manage the Bay Area Fair Value Commuting / Mobility on Demand Grant of $1,085,000 to reduce single occupancy vehicle commute share from 75% to 50%. City of Palo Alto Page 3 o Manage action work plans and staffing, project pilots, advance technology demonstrations, policy analysis, etc. to ensure project is consistent with timeline, scope and budget. o Ensure grant is compliant with federal, City of Palo Alto and external auditor guidelines. o Prepare quarterly status and financial reports for Federal Transit Administration (FTA), City Manager’s Office, City Council and Sustainability Board illustrating specific achievement milestones and/or project pitfalls. o Partner with City’s Transportation division to identify and promote common brand and message for Mobility. RideAmigos On December 10, 2018, the City Council approved a contract with RideAmigos to serve as the vendor for the Mobility on Demand Fair Value Commuting Grant’s pilot projects in San Mateo County and Santa Clara County. (CMR 9806). RideAmigos is a software vendor specializing in Enterprise Commute Trip Reduction. Discussion Implementation of certain elements in the grant project – including pilot projects deployed in the cities of Palo Alto, Cupertino, Menlo Park and Mountain View, and development of software to support the research initiative – has required an extension of four months to the overall project timeline. The FTA is supportive of this extension to the project schedule. As a result of this schedule revision, contracts need to be extended for all relevant supporting contractors. The necessary support for the extended grant project includes: 1) a four-month extension of the contract with Prospect SV and an associated contract limit increase of $26,000. There are no changes in the scope of services. 2) a five-month extension of the contract with Hillary M. Rupert and an associated contract limit increase of $55,000. There are no changes in the scope of services. 3) a three-month extension of the contract with RideAmigos and an associated contract limit increase of $10,500. There are no changes in the scope of services. The remaining three months will be focused on continued maintenance, support, and optimization of the software. Resource Impact FTA grant funding in the amount of $260,000 was recognized and appropriated by the City Council to the City Manager’s Office as part of the FY 2020 Adopted Operating Budget to fund and execute the Fair Value Commuting Cooperative Agreement. There is adequate funding in this project budget to support the allocation of an additional $91,500 for the contract increases. Environmental Review City of Palo Alto Page 4 This project is categorically exempt from CEQA pursuant to Sections 15301 (Existing Facilities) and 15306 (Information Collection). Attachments: • Attachment A: Amendment No. 2 to Contract C19173096 with Prospect Silicon Valley • Attachment B: Amendment No. 3 to Contract S17166237 with Hillary M. Rupert • Attachment C: Amendment No. 1 to Contract Number C19173099 with RideAmigos Vers.: Aug. 5, 2019 Page 1 of 9 AMENDMENT NO. 2 TO CONTRACT NO. C19173096 BETWEEN THE CITY OF PALO ALTO AND PROSPECT SILICON VALLEY This Amendment No. 2 (this “Amendment”) to Contract No. C19173096 (the “Contract” as defined below) is entered into as of ________________, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PROSPECT SILICON VALLEY, a nonprofit public benefit corporation, located at 1608 Las Plumas Ave., San Jose, California 95133 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of ASSISTANCE TO DEVELOP AND IMPLEMENT THE Fair Value Commuting (FVC), as detailed therein. B. The Parties now wish to amend the Contract in order to extend the term and increase compensation by $26,000.00 from $225,000.00 to $251,000.00. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C19173096 between CONSULTANT and CITY, dated July 31, 2018, as amended by: Amendment No.1, dated October 29, 2018 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows: “SECTION 2. TERM. The term of this Agreement shall be from July 1, 2018 through April 30, 2020 unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows: DocuSign Envelope ID: 8102CB1D-C0E8-4C0D-A0CD-B53E8E3FD928 Vers.: Aug. 5, 2019 Page 2 of 9 “SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Two Hundred and Fifty-One Thousand Dollars ($251,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. “ SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS. b. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS. SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: 8102CB1D-C0E8-4C0D-A0CD-B53E8E3FD928 Vers.: Aug. 5, 2019 Page 3 of 9 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee PROSPECT SILICON VALLEY By: Name: Title: Attachments: EXHIBIT “B”: SCHEDULE OF PERFORMANCE, AMENDED EXHIBIT “C”: COMPENSATION, AMENDED DocuSign Envelope ID: 8102CB1D-C0E8-4C0D-A0CD-B53E8E3FD928 Executive Director Doug Davenport Vers.: Aug. 5, 2019 Page 4 of 9 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within two weeks of receipt of the notice to proceed. * dependent on City of Palo Alto getting RFP published by 11/1/18 and imposing a deadline for responses by 12/31/18. ** dependent on timely review by City of Palo Alto of CONSULTANT’s scored proposals Milestone Completion Software Enhancement 1. ECTR: Define feature set enchancements, as needed, with vendors 10/31/18 2. MobAg: Requirements Defined 9/15/18 3. MobAg: Proposals Reviewed/Scored* 1/31/19 4. Vendor Selected** 2/15/19 5. MobAg: app available 9/30/19 Employer Pilots 6. Kick Off First Employer Pilot 10/1/18 7. Employer Pilot Data Provided to Evaluator ongoing Gap Filling 8. Commute Shed Analysis of First Employer 10/31/18 9. Identify gap use cases and gap fillers for First Employer 11/30/18 10. Consult with Palo Alto TMA on equitable solutions plan 1/31/19 Reports 11. Draft Report 10/31/19 12. Final Report 12/15/19 DocuSign Envelope ID: 8102CB1D-C0E8-4C0D-A0CD-B53E8E3FD928 Vers.: Aug. 5, 2019 Page 5 of 9 AMENDMENT TWO Milestone Completion Employer Pilots 1. Employer Pilot Data Provided to Evaluator ongoing Gap Filling 1. Identify gap use cases and gap fillers for First Employer 12/31/19 Reports 1. Draft Report 1/31/20 2. Final Report 3/31/20 DocuSign Envelope ID: 8102CB1D-C0E8-4C0D-A0CD-B53E8E3FD928 Vers.: Aug. 5, 2019 Page 6 of 9 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE Task 1 NOT TO EXCEED AMOUNT $11,250 (Project Administration) Task 2 (Software Enhancement) $78,750 Task 3 (Employer Pilots) $67,500 Task 4 (Gap Filling Experiments) $33,750 Task 5 (Policy Work, Knowledge Transfer) $11,250 Task 6 (Draft and Final Project Report) $22,500 Sub-total Basic Services $225,000.00 Reimbursable Expenses $0.00 Total Basic Services and Reimbursable expenses $225,000.00 Maximum Total Compensation $225,000.00 DocuSign Envelope ID: 8102CB1D-C0E8-4C0D-A0CD-B53E8E3FD928 Vers.: Aug. 5, 2019 Page 7 of 9 SOME SERVICES TO BE PROVIDED IN KIND In addition to the Services to be paid for under this Agreement, the CONSULTANT agrees to provide in-kind (no cost) services worth no less than Forty Thousand Dollars ($40,000). The Services provided in-kind shall be invoiced at the hourly rates set in Exhibit C-1 and explicitly off-set from cash payment as “in kind” on each invoice. These in-kind services are in line with the City’s Cooperative Agreement with the Federal Transit Administration (FTA). REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: none All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. DocuSign Envelope ID: 8102CB1D-C0E8-4C0D-A0CD-B53E8E3FD928 Vers.: Aug. 5, 2019 Page 8 of 9 AMENDMENT TWO EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE Task 1 NOT TO EXCEED AMOUNT $12,250 (Project Administration) Task 2 (Software Enhancement) $78,750 Task 3 (Employer Pilots) $89,500 Task 4 (Gap Filling Experiments) $20,750 Task 5 (Policy Work, Knowledge Transfer) $14,250 Task 6 (Draft and Final Project Report) $22,500 Sub-total Basic Services $238,000.00 Reimbursable Expenses $13,00.00 Total Basic Services and Reimbursable expenses $251,000.00 Maximum Total Compensation $251,000.00 DocuSign Envelope ID: 8102CB1D-C0E8-4C0D-A0CD-B53E8E3FD928 Vers.: Aug. 5, 2019 Page 9 of 9 SOME SERVICES TO BE PROVIDED IN KIND In addition to the Services to be paid for under this Agreement, the CONSULTANT agrees to provide in-kind (no cost) services worth no less than Forty-Five Thousand Two Hundred Dollars ($45,200). The Services provided in-kind shall be invoiced at the hourly rates set in Exhibit C-1 and explicitly off-set from cash payment as “in kind” on each invoice. These in-kind services are in line with the City’s Cooperative Agreement with the Federal Transit Administration (FTA). REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: Subconsultant to assist with Gap Filling Analysis (estimated $13,000.00) All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. DocuSign Envelope ID: 8102CB1D-C0E8-4C0D-A0CD-B53E8E3FD928 Certificate Of Completion Envelope Id: 8102CB1DC0E84C0DA0CDB53E8E3FD928 Status: Completed Subject: Please DocuSign: Amend #2 C19173096 Prospect Silicon Valley - Legal reviewed.pdf Source Envelope: Document Pages: 9 Signatures: 1 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 12.220.157.20 Record Tracking Status: Original 11/26/2019 7:09:18 AM Holder: Terry Loo Terry.Loo@CityofPaloAlto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Doug Davenport doug.davenport@prospectsv.org Executive Director Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 75.98.208.25 Sent: 11/26/2019 7:10:33 AM Viewed: 11/26/2019 8:16:50 AM Signed: 11/26/2019 8:17:13 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Judy Ng judy.ng@cityofpaloalto.org Administrative Associate III City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 11/26/2019 8:17:15 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/26/2019 8:17:15 AM Certified Delivered Security Checked 11/26/2019 8:17:15 AM Envelope Summary Events Status Timestamps Signing Complete Security Checked 11/26/2019 8:17:15 AM Completed Security Checked 11/26/2019 8:17:15 AM Payment Events Status Timestamps Vers.: Aug. 5, 2019 Page 1 of 3 AMENDMENT NO. 3 TO CONTRACT NO. S17166237 BETWEEN THE CITY OF PALO ALTO AND HILLARY M. RUPERT This Amendment No. 3 (this “Amendment”) to Contract No. S17166237 (the “Contract” as defined below) is entered into as of ________________, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and HILLARY M. RUPERT, a sole proprietor, located at 250 Brandon Street, Unit 528, San Jose, California 95134 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of sustainability project management support, as detailed therein. B. The Parties now wish to amend the Contract in order to extend the term and increase compensation by $55,000.00 from$272,200.00 to $327,200.00. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. S17166237 between CONSULTANT and CITY, dated October 4, 2016, as amended by: Amendment No.1, dated September 13, 2017 Amendment No.2, dated March 20, 2018 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows: “SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through May 31, 2020 unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows: DocuSign Envelope ID: BCE370F4-6267-45B5-BA52-A9280B83D7A7 Vers.: Aug. 5, 2019 Page 2 of 3 “SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Three Hundred Twenty Seven Thousand Two Hundred Dollars ($327,200.00) CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.” SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: BCE370F4-6267-45B5-BA52-A9280B83D7A7 Vers.: Aug. 5, 2019 Page 3 of 3 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee HILLARY M. RUPERT By: Name: Title: DocuSign Envelope ID: BCE370F4-6267-45B5-BA52-A9280B83D7A7 Sustainability Consultant Hillary Rupert Vers.: Aug. 5, 2019 Page 1 of 8 AMENDMENT NO. 1 TO CONTRACT NO. C19173099 BETWEEN THE CITY OF PALO ALTO AND RIGHT CLICK SOLUTIONS, INC. This Amendment No. 1 (this “Amendment”) to Contract No. C19173099 (the “Contract” as defined below) is entered into as of ________________, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and RIGHT CLICK SOLUTIONS, INC., a California corporation, located at 230 Pacific Street, Suite 202, Santa Monica, CA 90405 (“CONTRACTOR”). CITY and CONTRACTOR are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of services under the Fair Value Commuting (FVC) grant to enhance development of its Enterprise Commute Trip Reduction (ECTR) core platform, as detailed therein. B. The Parties now wish to amend the Contract in order to extend the term and increase compensation by $10,500.00 from $150,350.00 to $160,850.00. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C19173099 between CONSULTANT and CITY, dated November 26, 2018. b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 3. TERM of the Contract is hereby amended to read as follows: “3. TERM. The term of this Agreement is from November 1, 2018 to March 31, 2020 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions.” SECTION 3. Section 5. COMPENSATION FOR ORIGINAL TERM of the Contract is hereby amended to read as follows: DocuSign Envelope ID: 0AD96CE5-03D8-4C89-9048-703858416502 Vers.: Aug. 5, 2019 Page 2 of 8 “5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any: A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of one hundred fourteen thousand five hundred dollars ($114,500). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. CITY has set aside the sum of forty-six thousand three hundred fifty dollars ($46,350) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement.” SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS. SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: 0AD96CE5-03D8-4C89-9048-703858416502 Vers.: Aug. 5, 2019 Page 3 of 8 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee RIGHT CLICK SOLUTIONS, INC. Officer 1 By: Name: Title: Officer 2 By: Name: Title: Attachments: EXHIBIT “B”: SCHEDULE OF PERFORMANCE, AMENDED DocuSign Envelope ID: 0AD96CE5-03D8-4C89-9048-703858416502 Soren Eilertsen CEO Jeffery Chernick Co-Founder Vers.: Aug. 5, 2019 Page 4 of 8 EXHIBIT B SCHEDULE OF PERFORMANCE CONTRACTOR shall perform the Services so as to complete each task within the time period specified below. The time to complete each task may be increased or decreased by mutual written agreement of the project managers for CONTRACTOR and CITY so long as all work is completed within the term of the Agreement. Upon request CONTRACTOR shall provide a detailed schedule of work consistent with the schedule below. DocuSign Envelope ID: 0AD96CE5-03D8-4C89-9048-703858416502 Vers.: Aug. 5, 2019 Page 5 of 8 Month Deliverable Payment Schedule (Amount of total) Phase 1 - Initial Onboarding and Baseline Data Collection Nov 1st, 2018 Hosted RideAmigos Service for Pilot Organizations ● Establish hosted service ● Obtain local transportation mode data ● Configure software to allow for user segmentation (pilot vs non-pilot users) $14,500 Pilot 1 Fee $15,450 November Invoice $29,950 Dec 1st, 2018 Onboard Pilot Organizations and Users ● Administrator training ● Rollout marketing / communications ● Baseline program configuration $14,500 Pilot 2 & 3 Fee (SUBJECT TO CITY’s ADDITIONAL AUTHORIZATION PURSUANT TO THE CONDITIONS FOR ADDITIONAL SERVICES FOUND IN SECTION 5 OF THIS AGREEMENT) $30,900 December Invoice $45,400 Jan 1st, 2019 Baseline Data Collection ● Commute tracking without Feebate $14,500 January Invoice $14,500 Phase 2 – Feebate Implementation Feb 1st, 2019 Feebate Program Implementation $14,500 DocuSign Envelope ID: 0AD96CE5-03D8-4C89-9048-703858416502 Vers.: Aug. 5, 2019 Page 6 of 8 ● Transportation Mode / Parking Tracking ● Customized for each Pilot Organization ● Program management ● Accounting and Audit ○ Payroll integrations (as applicable) ○ Manual CSV export/reporting ○ Automatic CSV export/reporting ○ Payroll platform integrations February Invoice $14,500 Mar 1st, 2019 Feebate Program Rollout ● Support materials ● End-user training ● Administrator training $14,500 March Invoice $14,500 Phase 3 – Data Collection and Reporting Apr 1st, 2019 Feebate Pilot Reporting Support ● Custom reporting for pilot program $3,500 April Invoice $3,500 May 1st, 2019 Maintenance/Support/Optimization $3,500 May Invoice $3,500 Jun 1st, 2019 Maintenance/Support/Optimization $3,500 June Invoice $3,500 Jul 1st, 2019 Maintenance/Support/Optimization $3,500 July Invoice $3,500 Aug 1st, 2019 Maintenance/Support/Optimization $3,500 August Invoice $3,500 Sept 1st, 2019 Maintenance/Support/Optimization $3,500 DocuSign Envelope ID: 0AD96CE5-03D8-4C89-9048-703858416502 Vers.: Aug. 5, 2019 Page 7 of 8 September Invoice $3,500 Oct 1st, 2019 Maintenance/Support/Optimization $3,500 October Invoice $3,500 Nov 1st, 2019 Maintenance/Support/Optimization $3,500 November Invoice $3,500 Dec 1st, 2019 Maintenance/Support/Optimization $3,500 December Invoice $3,500 Total Invoiced $150,350 Maintenance/Support/Optimization will include general on going minor updates that do not require, included but not limited to new Scope requirements, user support for all items related to this SOW, and continuous improvements to the platform as RA deems necessary for success. DocuSign Envelope ID: 0AD96CE5-03D8-4C89-9048-703858416502 Vers.: Aug. 5, 2019 Page 8 of 8 AMENDMENT ONE Schedule of Performance for extended three months from January 1, 2020 to March 31, 2020. Month Deliverable Payment Schedule Jan 1st, 2020 Maintenance/Support/Optimization $3,500 January Invoice $3,500 Feb 1st, 2020 Maintenance/Support/Optimization $3,500 February Invoice $3,500 Mar 1st, 2020 Maintenance/Support/Optimization $3,500 March Invoice $3,500 Total Invoiced $10,500 DocuSign Envelope ID: 0AD96CE5-03D8-4C89-9048-703858416502 Certificate Of Completion Envelope Id: 0AD96CE503D84C899048703858416502 Status: Completed Subject: Please DocuSign: Amend #1 C19173099 Right Click Solutions - Legal reviewed.pdf Source Envelope: Document Pages: 8 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 12.220.157.20 Record Tracking Status: Original 11/25/2019 2:46:16 PM Holder: Terry Loo Terry.Loo@CityofPaloAlto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Soren Eilertsen soren@rideamigos.com CEO RideAmigos Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 172.91.69.110 Sent: 11/25/2019 2:48:45 PM Resent: 11/27/2019 11:15:32 AM Viewed: 11/27/2019 11:23:55 AM Signed: 11/27/2019 4:49:27 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jeffery Chernick jeff@rideamigos.com Co-Founder Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 121.244.46.9 Sent: 11/27/2019 4:49:29 PM Resent: 12/2/2019 10:12:57 AM Resent: 12/3/2019 8:28:49 AM Viewed: 12/3/2019 10:27:01 PM Signed: 12/3/2019 10:27:25 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Judy Ng judy.ng@cityofpaloalto.org Administrative Associate III City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 12/3/2019 10:27:27 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/3/2019 10:27:27 PM Certified Delivered Security Checked 12/3/2019 10:27:27 PM Signing Complete Security Checked 12/3/2019 10:27:27 PM Completed Security Checked 12/3/2019 10:27:27 PM Payment Events Status Timestamps City of Palo Alto (ID # 10864) City Council Staff Report Report Type: Consent Calendar Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: Approval to Extend Term of Contract with Midpen Media Center Title: Approval of Amendment Number 4 to Contract Number C12142180 Between the City of Palo Alto (on Behalf of the Joint Powers) and Midpeninsula Community Media Center, Inc., for Public, Education and Government (PEG) Access Channel Support Services to Extend the Term to June 30, 2020 From: City Manager Lead Department: Administrative Services Recommendation Staff recommends that the City Council approve Amendment No. 4 (Attachment A) to Contract No. C12142180 between the City of Palo Alto, representing the Cable Joint Powers communities, and Midpeninsula Community Media Center, Inc., to extend the existing public, education, and government (PEG) access support services agreement for 6-months to June 30, 2020, to allow time to complete the new arrangement for the use of PEG fees. Background In 1983 a Joint Powers Agreement (JPA agreement) was entered into by the cities of Palo Alto, East Palo Alto, and Menlo Park, the Town of Atherton, and San Mateo and Santa Clara counties for the purpose of obtaining cable television services within these jurisdictions (only portions of the counties are covered). The JPA agreement gives Palo Alto the sole authority to act on behalf of the Joint Powers members and describes the scope of that authority. The City of Palo Alto’s Cable Television Ordinance provides that the City may designate a nonprofit entity to operate the Joint Powers’ PEG channels and provide PEG access support services. Midpeninsula Community Media Center, Inc. (Midpen Media Center) has served in this capacity since the early 1990’s. In this role, Midpen Media Center administers the Joint Powers’ seven PEG channels, broadcasts local community programs, provides gavel-to-gavel coverage of local government meetings, offers video production classes and workshops to community members, and provides local election coverage. Palo Alto has been forwarding PEG fee revenues from franchise holders (currently AT&T and Comcast) to Midpen Media Center in City of Palo Alto Page 2 support of these services. PEG revenue, for all the Joint Powers collectively, totals approximately $300,000 in 2019 or 88 cents per subscriber per month. A Cable Franchise and PEG Fee Audit (issued in May 2016) identified that Midpen Media Center had been using PEG fees for operating expenses, rather than solely for capital expenses, which is the only use permitted by federal law. The Council directed staff to work with Midpen Media Center to correct this practice, preferably in a way that enables Midpen Media Center to continue operations. On January 28, 2019, staff recommended the option of using PEG fees to purchase Midpen Media Center’s video production and training facility at 900 San Antonio Road in Palo Alto. The Council directed staff to proceed with the necessary agreements for the purchase of the facility (CMR 9804). While working through this process, staff identified several complexities to a potential purchase. Under the existing JPA agreement, the Joint Powers are a “joint action committee,” not a separate legal entity. Neither the joint action committee, nor Palo Alto as the administering agency, is authorized under the current agreement to acquire real property on behalf of the Joint Powers. To allow for the joint acquisition of property, it would be necessary to form a new Joint Powers Authority, as a separate legal entity, with the power to acquire and hold title to real property. This would require the Joint Powers to negotiate a new agreement that must be approved by the legislative bodies of each member agency. This would be a lengthy process to finalize. Second, the Joint Powers has heightened concerns about the stability of PEG fees. PEG fees continue to decline, from a high of $347,000 per year in calendar year 2014 to about $300,000 in 2019. This trend is expected to accelerate as more and more subscribers “cut the cord” and move away from traditional cable to Internet delivered service. The Joint Powers considers it risky to commit to a long-term (15 to 20 year) facility purchase with uncertainty surrounding the future of PEG revenue. Finally, there have been recent legal changes that could impact cable franchise revenue, PEG channel capacity and facilities. On August 2, 2019, the FCC released new rules that rewrite and expand the Cable Act’s “franchise fee” definition to include non-monetary franchise obligations. Pending FCC actions could force the Joint Powers to pick between continuing to receive franchise revenue and preserving access to PEG channel programming. Palo Alto has joined a coalition of local governments to oppose the FCC’s proposals and appeal its recent ruling. Given these concerns, staff informed Council that it would be considering alternatives to the facility purchase in June 2019 (CMR 10396). Discussion Staff is in the process of finalizing an alternative proposal that does not involve the purchase and sale of the Midpen Media Center facility. Under the proposed alternative, PEG revenue would be used to pay for the PEG-related capital projects of individual Joint Powers members, such as a Council chambers renovation project. The member agencies that utilize the PEG City of Palo Alto Page 3 funds would then provide a grant to Midpen Media Center in the amount of its total PEG- related capital project expenditures. The grant funds would be unrestricted and could be used by Midpen Media Center for both its operating and capital needs. Staff plans to return to Council in early 2020 to provide more detail about this arrangement and to seek approval of the necessary agreements. In the meantime, staff recommends that the Council approve a 6-month extension to the existing PEG access support services agreement with Midpen Media Center, to June 30, 2020, to allow time to finalize the new arrangement for use of PEG fees. Stakeholder Engagement In June 2019, staff met with JPA Working Group members and their attorneys to reach consensus on the alternative option. In July 2019, staff reviewed the alternative option with Midpen Media Center’s Board of Directors and obtained its support. Since that time, staff has been working with both parties to finalize the details of the arrangement and to develop the necessary agreements and obtain any needed board approvals. Resource Impact The extension of the Media Center agreement as recommended does not have a financial impact. The JPA receives PEG fee revenue of approximately $300,000 annually and franchise fee revenue of approximately $1.8 million annually from cable franchise holders. PEG fee revenue is being held in a separate account pending completion of the new arrangement for its use. Policy Implications The recommendations in this report are consistent with Council direction to restrict the use of PEG fees to capital costs while preserving the Media Center’s operational budget funding. Environmental Review This is not a project for purposes of the California Environmental Quality Act (CEQA). Attachments: • Attachment A: Amendment No. 4 to Contract No. C12142180 ATTACHMENT A 1 of 1 Revision July 20, 2016 AMENDMENT NO. 4 TO CONTRACT NO. C12142180 BETWEEN THE CITY OF PALO ALTO ON BEHALF OF THE JOINT POWERS AND THE MIDPENINSULA COMMUNITY MEDIA CENTER, INC. FOR PUBLIC, EDUCATION AND GOVERNMENT ACCESS CHANNEL SUPPORT SERVICES This Amendment No. 4 to Contract No. C12142180 (“Contract”) is entered into December , 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MIDPENINSULA COMMUNITY MEDIA CENTER, INC., a California nonprofit corporation, located at 900 San Antonio Rd, Palo Alto, CA 94303 ("CONSULTANT"). R E C I T A L S A. The Contract was entered into between the parties for the provision of public, education and government access channel support services. B. CITY intends to extend the term to June 30, 2020. C. The parties wish to amend the Contract. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 2 TERM is hereby amended to read as follows: “SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2020 unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 2. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO APPROVED AS TO FORM: MIDPENINSULA COMMUNITY MEDIA CENTER, INC. CITY OF PALO ALTO OFFICE OF THE CITY ATTORNEY December 16, 2019 The Honorable City Council Palo Alto, California Adoption of a Resolution to Update the Municipal Penalty Schedule to Reflect the Re-numbered Fire Code Recommendation Staff recommends that Council adopt the attached resolution (Attachment A) adopting and restating the Municipal Penalty Schedule to conform to new code numbering in the recently-adopted Fire Code. Background and Discussion In November, 2019, the City Council adopted the California Fire Code as part of the triennial building code update (as mandated by state law). In that process, the Fire Code was partially re-numbered. The attached resolution updates the City’s Municipal Penalty Schedule to reflect the new code number (Section 15.04.070) for violations of the Fire Code. No penalty amount has been changed in this amendment. Environmental Review Adoption of this resolution is not a “project” under CEQA. ATTACHMENTS: • Attachment A - Resolution Restating and Amending the Administrative Penalty and Civil Penalty Schedules (PDF) Department Head: Molly Stump, City Attorney Page 2 *Not Yet Passed* 1 2019112501TS Resolution No. _____ Resolution of the Council of the City of Palo Alto Amending and Restating the Administrative Penalty Schedule and Civil Penalty Schedules for Certain Violations of the Palo Alto Municipal Code and the California Vehicle Code Established by Resolution No. 9809 The Council of the City of Palo Alto RESOLVES as follows: SECTION 1. Administrative Penalties. The administrative penalty schedule for violations of the Palo Alto Municipal Code established by Resolution No. 9809 is hereby amended and restated to read as follows: Standard penalty unless otherwise indicated below. $50 Second violation within 36 month period 150% of listed penalty (unless otherwise specified) Third & subsequent violations within 36 month period. 200% of listed penalty (unless otherwise specified) Delinquency penalty. 10% per month, simple interest, on delinquent amount 4.04.020 License or permit required. 300 4.04.100 Display of license or permit. 300 4.10.045 License fees for pushcart vendors. 300 4.10.050 Regulations for solicitors and peddlers. 350 4.10.055 Identification cards for solicitors. 250 4.10.057 Regulations for pushcart vendors. 300 4.10.070 License required - circus etc. 300 4.10.120 Arcade prohibited. 250 4.10.200 Pawn brokers prohibited. 250 4.10.230 Daily report of second hand dealers. 250 4.10.240 Maintaining reports - second hand dealers. 250 4.10.260 Failure to make report - second hand dealers. 250 4.10.270 Second hand goods held for inspection. 250 4.18.040 Unlawful dog or cat kennel. 250 4.30.010 Soliciting without a permit. 250 4.30.100 Conduct of solicitations. 250 4.32.020 Soliciting without a permit. 250 4.32.060 Investigation of records of solicitor. 250 4.32.090 Acts required during solicitation. 250 4.32.100 Restriction of solicitation. 250 4.32.110 Hours of solicitation. 250 4.34.020 Permit required - closing out sale. 250 4.39.030 Audible alarms. 250 4.39.040 Limitation on automatic dialing devices. 250 4.39.060 Registration of alarm. 250 4.39.110 Alarm violations. 100 4.42.020 Certificate of public convenience. 1000 4.42.085 Controlled substance and alcohol testing. 500 4.42.090 Taxi owners permit. 5000 *Not Yet Passed* 2 2019112501TS 4.42.100 Taxi drivers permit expired. 250 4.42.130(b) Taxi drivers permit not displayed. 250 4.42.190 Taximeters. 500 4.42.200 Taxi cab operating regulations. 250 4.42.210(a) Interference with inspection. 500 4.42.210(b) Inspection of vehicles. 500 4.42.220 Operating regulations. 500 4.42.230 Maintenance of vehicles. 500 4.51.030 License required - bingo. 250 4.51.050 Minors restricted - bingo. 50 4.51.080 Staffing and operations - bingo. 250 4.51.110 Physical presence required - bingo. 250 4.52.020 License required - billiards and bowling. 1000 4.52.040 Minors restricted - billiards and bowling. 250 4.52.060 Offensive conduct - billiards and bowling. 250 4.52.070 Interference w/emerg. Access -billiards/bowling. 250 4.54.030(a) Permit required - massage establishment. 1000 4.54.060(a) Permit required - massage tech. 250 4.54.110 Massage establishment facilities. 250 4.54.130 Business name - massage. 250 4.55.030 License required - adult entertainment. 1000 4.56.030 License required - hot tub and sauna. 1000 4.56.060 Employee permit required - hot tub and sauna. 250 4.56.100 Hot tub/sauna establishment and operations. 250 4.56.120 Business name - hot tub and sauna. 250 4.56.150 Display of permit - hot tub and sauna. 250 4.56.200 Employment of persons < 18 - hot tub and sauna. 250 4.57.020 Permit required - firearms sales. 1000 4.57.095 Firearms dealers – business and security. 500 4.58.020 Minors restricted - narcotics paraphernalia shop. 750 4.58.030 Regulations - narcotics paraphernalia shop. 750 4.59.010 Pet shop requirements. 250 4.59.020 Pet shop sanitation. 250 4.59.030 Pet shop food. 250 4.59.040 Pet shop notification. 250 4.59.050 Pet shop - sale of dangerous or wild animals. 250 4.59.070 Dead animals. 250 4.59.080 Permit required - pet shop and kennel. 250 4.59.090 Permit required - grooming shop. 250 4.59.095 Sales of kittens and puppies. 250 4.59.100 Sales of raccoons. 250 4.59.105 Sales of rabbits, chicks, ducklings. 250 4.60.030 Business registration required 250 4.60.060 Business registry application required 250 4.60.120(a) Business registry fee delinquency 50% of registry fee if 1-30 days late 100% of fee or 31+ days late 5.12.010 Permit required - refreshment stand. 250 5.20.030 Discarding solid waste. 250 5.20.040 Accumulation of garbage. 250 5.20.050 Unauthorized bins, boxes, containers-first violation. 500 Second and subsequent violations. 1000 5.20.080 Number of containers required. 250 5.20.090 Collection of recyclable materials. 250 5.20.100 Collection of compostable materials. 250 5.20.105 Contamination of containers. 250 *Not Yet Passed* 3 2019112501TS 5.20.108 Multifamily properties/Commercial premises. 250 5.20.109 Requirements for special events. 100 5.20.120 Improper container condition. 250 5.20.130 Maintenance of bins and boxes- first violation. 250 Second and subsequent violations. 500 5.20.160 Spillage or leakage of solid waste. 250 5.20.180 No accumulation of solid waste. 250 5.20.190 No burning, burial, or dumping of solid waste. 250 5.20.200 Hazardous waste. 500 5.20.220 Scavenging prohibited. 100 5.30.020 Polystyrene & Non-Recyclable Plastic. 500 5.35.020 Bags at retail establishments. 500 5.35.030 Bags at supermarkets. 500 6.08.020(b) Interference with animal control officer. 250 6.16.010 No dog license. 50 6.16.080 Number of dogs allowed. 100 6.16.100 Leash Law. 100 6.20.010 Animals at large. 100 6.20.020 Animals on unenclosed premises. 100 6.20.030 Animals kept in enclosures. 100 6.20.035 Tying animals to bicycle racks or trees. 100 6.20.040 Nuisance on sidewalk. 100 6.20.045 Animal waste removal - first offense. 25 6.20.045 Animal waste removal - second offense. 50 6.20.045 Animal waste removal - third offense. 125 6.20.055 Animals in vehicles. 250 6.20.060 Bees close to property line. 100 6.20.080 Permit required - livestock. 100 6.20.090 Maintaining birds, goats, pigs and rabbits. 100 6.20.110 Number of cats kept. 100 6.20.120 Permit required - breeding animals. 100 6.20.130 Cat or dog in heat. 100 6.20.140 Barking dogs. 100 6.20.150 Vaccination required - animals. 100 6.20.160 Sanitary enclosures. 100 6.20.170 Slaughter of animals. 500 6.24.020 Permit required - construction of stable. 250 6.24.050 Maintenance of stable. 250 6.28.040 Possession of dangerous or wild animals. 500 6.32.010 Keeping diseased animals. 500 6.32.020 Confining animals with rabies. 500 6.32.050 Dead animals in public. 500 6.36.010 Sales of certain animals. 250 8.04.020 Permit required - tree work. 500 8.04.080 Interference with tree enforcement. 500 8.08.010 Weeds as public nuisance. 250 8.10.050 Protected trees. 500 8.10.070 Care of protected trees. 500 8.10.080(b) Development conditions. 500 9.04.010 Open container in business district. 100 9.04.020 Open container in City parking lot. 100 9.04.030 Open container near liquor store. 100 9.04.040 Social host. First violation 250 Second violation 500 Third & subsequent violation 1000 *Not Yet Passed* 4 2019112501TS 9.08.010 Discharge of firearms/fireworks. 1000 9.09.010(a) Urinating/defecating on street or public place. 250 9.09.010(b) Igniting or maintaining outdoor fire. 250 9.10.030 Residential property noise limits. 100 9.10.040 Commercial property noise limits. 100 9.10.050 Public property noise limits. 100 9.10.060(b) Construction noise signs. 250 9.10.060(c) Construction noise. 250 9.10.060(d) Construction equipment noise. 100 9.10.060(e) Residential power equipment noise. 100 9.10.060(f) Leaf blower noise- first violation. 100 Leaf blower noise- second violation 150 Leaf blower noise- third and subsequent violation 300 9.10.060(g) Street sweeping noise. 100 9.10.060(h) Refuse collection noise. 100 9.10.060(i) Safety device noise. 100 9.10.060(k) Public parking lot cleaning noise. 100 9.10.060(l) Business district street cleaning noise. 100 9.12.010 Loudspeakers. 150 9.14.020 Smoking prohibited - enclosed places. 250 (2nd violation in 1 year: $300; 3rd and subsequent violations in 1 year: $500) 9.14.025 Smoking prohibited - unenclosed areas. 250 (2nd violation in 1 year: $300; 3rd and subsequent violations in 1 year: $500) 9.14.030 Smoking prohibited - city cars. 250 (2nd violation in 1 year: $300; 3rd and subsequent violations in 1 year: $500) 9.14.035 Smoking prohibited – public parks and public events 250 (2nd violation in 1 year: $300; 3rd and subsequent violations in 1 year: $500) 9.14.040 Smoking prohibited - child care facilities. 250 (2nd violation in 1 year: $300; 3rd and subsequent violations in 1 year: $500) 9.14.050 Smoking prohibited – commercial areas and public events. 250 (2nd violation in 1 year: $300; 3rd and subsequent violations in 1 year: $500) 9.14.080 Location of tobacco vending machines. 1000 9.14.090 Display of tobacco products. 500 9.14.100 Failure to post “No Smoking” signs. 50 9.22.010 Impersonating public officials. 500 9.26.020 False representation as police officer. 250 9.28.010 Hotel guest register required. 250 9.28.020 Use of false name by hotel guest. 50 9.40.020 Landing aircraft at other than airport. 1000 9.44.010 Solicitation prohibited - public parking lot. 100 9.48.010 Displaying goods on sidewalk. 50 9.48.025 Sitting or lying on University Avenue sidewalks. 100 9.48.030 Operation of sidewalk elevator. 500 9.48.040 Throwing rubbish on streets. 250 9.48.050 Obligation to clean sidewalk. 200 9.50.010 Graffiti prohibited on public property. 500 9.56.030 Abatement of public nuisance. 500 unless otherwise specified *Not Yet Passed* 5 2019112501TS 9.56.030(a)(5) Thirty-five foot site triangle. 200 9.56.030(a)(8) Foliage/branch obstruction. 200 9.56.030(a)(10) Excessive planting strip vegetation height. 150 9.60.030 Blocking entrances to City Hall. 500 9.60.050 Placing signs or climbing on City Hall. 500 9.60.060 Bicycles and skateboards at City Hall. 50 9.60.070 Alcoholic beverages prohibited - City Hall. 100 9.64.010 Overnight use of community facilities 250 9.74.030 Discrimination in housing. 250 9.78.020 Mosquito breeding places. 500 9.79.100 News rack violations. 100 12.08.010 Permit required - public right of way. 500 12.08.100 Removal of City Engineer monuments. 500 12.12.010 Building on public easement without or in violation 1000 of encroachment permit 12.12.020 Failure to obtain or violation of commercial 500 sidewalk encroachment permit 12.16.030 Overhead wires in underground districts. 500 12.16.090 Property owner responsibility. 500 12.20.010 Utility rules and regulations 500 unless otherwise specified 12.20.010 Emergency water conservation regulations 100 (2nd violation in 1 year: $250; (Reso. Nos. 9509, 9460, 9449) 3rd and subsequent violations in 1 year: $500) 12.20.020 Providing false information to City Utilities. 500 12.32.010 Water use regulation. 100 15.04.070 Violations of Uniform Fire Code. 500 unless otherwise specified 16.04.050 Violations of California Building Code as amended. 500 unless otherwise specified 16.05.040 Violations of California Mechanical Code as amended500 16.06.050 Violations of California Residential Code as amended.500 16.08.040 Violations of California Plumbing Code as amended. 500 16.09.260 Violations of Sewer Use Ordinance 1000 16.10.020 Construction of private sewer system. 750 16.10.050 Permit required - private sewage system. 500 16.14.040 Violations of California Green Building 500 Standards Code as amended 16.14.260 Failure to meet diversion requirements. $150 per ton of waste not diverted or $3000, whichever is greater 16.14.370 Failure to meet diversion requirements. $150 per ton of waste not diverted or $3000, whichever is greater 16.16.060 Violations of California Electrical Code as amended. 500 16.17.020 Violations of California Energy Code as amended. 500 16.18.020 Violations of International Pool and Spa Code as 500 amended 16.20.020 Design review required - signs. 500 16.20.090 Prohibited signs. 250 16.20.100 Prohibited locations - signs. 250 16.20.110 Fuel price signs required. 250 16.20.210 Non-compliance with sign ordinance. 250 16.20.230 Abandoned signs. 250 16.20.250 Parking of advertising vehicles. 250 16.24.080 Fence violation. 250 16.28.060 Permit required - excavation and grading. 500 16.28.330 Protection of adjacent property. 500 *Not Yet Passed* 6 2019112501TS 16.28.340 Deposits of earth, rock, etc. 500 16.32.010 Permit required - moving a building. 250 16.36.050 Curb painting without a permit. 100 16.36.060 House numbering required. 100 16.38.020 Certificate of occupancy – community housing. 500 16.40.040 Dangerous and substandard buildings. 500 16.40.090 Non-compliance with order of building official. 500 16.40.180 Interference with repair or demolition work. 500 16.42.090 Failure to submit seismic report. 250 16.45.070 Failure to pay fee - Stanford Research Park. 250 16.46.060 Failure to pay fee - San Antonio - West Bayshore. 250 16.47.050 Failure to pay housing impact fee. 250 16.49.050 Exterior alteration of downtown historic structures 10000 or a significant structure outside the downtown without or in violation of permit 16.49.060 Demolition of a significant downtown building 10000 without or in violation of permit 16.49.070 Demolition of a contributing downtown structure 10000 or significant structure outside the downtown without or in violation of permit 16.49.080 Maintenance of downtown historic structure. 10000 16.49.090 Demolition of downtown historic structure. 10000 16.52.070 Construction - flood hazards. 500 16.59.090 Failure to pay fee- Citywide Transportation Impact. 250 16.60.090 Failure to pay fee- Charleston/Arastradero. 250 16.62.020 Maintenance of expired building permit 200 for 31st through 60th day 400 for 61st through 120th day 800 for 121st day and thereafter 17.04.020 Violations of hazardous materials storage. 500, unless otherwise specified 17.04.030 Specific obligation - hazardous materials. 500 17.10.010 General obligation - underground storage tanks. 750 unless otherwise specified 17.10.040 Permit required - underground storage. 500 17.10.140 Financial responsibility - underground storage. 500 17.10.150 Monitoring underground storage tanks. 1000 17.10.170 Unlawful abandonment - underground storage tanks.1000 17.12.010 Permit required - hazardous materials storage. 750 17.12.020 New hazardous materials storage facilities. 750 17.12.060 Hazardous materials storage facilities. 750 17.16.010 Hazardous materials management plan. 250 17.20.010 Hazardous materials inventory statement. 250 17.24.010 Hazardous materials discharge report. 750 17.32.010 Permit required - storage of hazardous materials. 1000 18.01.080 Violation of zoning laws. 500 18.16.060(d)Hotel stay in excess of 30 days. 200 18.38.020 Planned Community zoning (unless otherwise 500 specified in PC ordinance) 2500 beginning the 181st day following notice of violation 18.42.060(a)Incompatibility of home occupations. 200 18.42.060(b) Employees of home occupation. 200 18.42.060(c) On site advertising of home occupation. 200 18.42.060(d) Floor area of home occupation. 200 18.42.060(e) Traffic related to home occupation. 200 18.42.060(f) Home occupation as nuisance. 200 18.42.060(g) Outdoor storage related to home occupation. 200 *Not Yet Passed* 7 2019112501TS 18.42.070 Servicing vehicles in residential zone. 250 18.52.050 Transportation demand management conditions 1000 4000 beginning the 181st day following notice of violation 18.84.200 Temporary uses. 250 22.04.030 Compliance with park rules. 250 22.04.040 Failure to obtain use permit. 300 22.04.150(a) Resident and guests only - Foothills Park. 50 22.04.150(b) Entrance to park - Foothills Park. 50 22.04.150(c) Person in park after hours - Foothills Park. 250 22.04.150(d) Speed limit 20MPH - Foothills Park. 250 22.04.150(e) Vehicles in Foothills Park after hours. 100 22.04.150(f) Skateboards and motorcycles - Foothills Park. 250 22.04.150(g) Smoking on trails - Foothills Park. 1000 22.04.150(h) Fires in Foothills Park. 1000 22.04.150(i) Use of trails - Foothills Park. 100 22.04.150(l) Unleashed dog - Foothills Park. 250 22.04.155 Restraint of dogs in City parks. 250 22.04.160 Permit required - sales in parks. 250 22.04.170 Violation of park use permit. 250 22.04.180 Sound in parks. 250 22.04.190 Unauthorized golf and other games in parks. 250 22.04.200 Unauthorized models and kites in parks. 100 22.04.210 Parking in parks. 100 22.04.215 Launch and takeout from ramp or dock. 250 22.04.220 Bicycle not permitted on trails. 250 22.04.230 Dumping in park. 1000 22.04.240 Interference with park use permit. 250 22.04.250 Park regulations . 250 unless otherwise specified 22.04.260 Discharge of weapons in park. 500 22.04.270 Removal of flora or fauna. 500 22.04.280 Removal of turf or soil. 500 22.04.290(a) Damaging, defacing, etc., property. 1000 22.04.290(b) Marking, writing or printing on property. 1000 22.04.290(c) Attaching sign, etc., without permit. 500 22.04.290(d) Entering, etc., structure after posted hours. 250 22.04.290(e) Bringing portable tables without a permit. 100 22.04.300 Unlawful fire in city park. 1000 22.04.310 Enid Pearson Arastradero, Esther Park closure. 250 22.04.315 Byxbee Park and Baylands closed. 250 22.04.320 Parks closed. 250 22.04.321(a)Skateboarding in park after hours. 50 22.04.322 Trespass at Rinconada Park pool. 50 22.04.330 Alcohol in Cogswell Park. 250 22.04.331 Alcohol in Lytton Plaza. 250 22.04.332 Alcohol in Johnson Park. 250 22.04.333 Alcohol in Boulware Park. 250 22.04.334 Alcohol in Scott St. Minipark. 250 22.04.335 Alcohol in Greer Park. 250 22.04.336(a)Alcohol in Rinconada Park. 250 22.04.337 Alcohol in Mitchell Park. 250 22.04.338 Alcohol in Robles Park. 250 22.04.339 Alcohol in Hopkins Park. 250 22.04.340 Vehicles in park. 250 22.04.341 Alcohol in El Palo Alto Park. 250 *Not Yet Passed* 8 2019112501TS 22.04.342 Alcohol in Heritage Park. 250 22.04.343 Alcohol in Pardee Park. 250 22.04.350 Consumption of alcoholic beverage in vehicles. 250 22.04.360 Open container in park - alcoholic beverage. 250 22.04.370 Reckless driving in park. 250 22.04.380 Unlawful riding and towing in parks. 250 22.04.390 Duck pond. 100 SECTION 2. Municipal Code Civil Penalties. The civil penalty schedule for violations of the Palo Alto Municipal Code established by Resolution No. 9726 is hereby restated to read as follows*: Standard penalty unless otherwise indicated below. $46 10.36.020 No parking in parkways. 46 10.36.030(a)Storage on the street (72 hours). 86 10.36.040(a)(1)Vehicle for sale on street. 46 10.36.040(a)(2)Repairing vehicle on street. 46 10.36.050 Not w/in 18” of left curb--One-way street. 46 10.36.090 Removal of chalk markings. 111 10.40.020(a)(1)Parking violation – red curb. 46 10.40.020(a)(4)Parking violation – green curb. 46 10.40.020(a)(5)Parking violation – blue curb. 308 10.40.020(b)Parking in violation of sign (except blue curb). 46 10.40.020(b)Unlawful disabled parking - signs (blue curb). 308 10.40.040(b)Commercial vehicle double parking. 46 10.40.050 Unlawful parking in yellow loading zone. 46 10.40.060 Unlawful parking in passenger loading zone. 46 10.40.070 Unlawful alley parking. 46 10.40.100(g)Parking in a bus zone. 46 10.44.010(b)Overtime parking (limited time zone). 41 10.44.010(c)Additional violation of time limited or no 44 parking zones. 10.44.020(a)Oversized vehicle parking in residential or 46 public facilities zones 2am-6am. 10.44.040(b)Not in space marking. 46 10.44.050(b)Parking violation--temporary sign. 46 10.44.060 Dealers--parking for sale or repair. 46 10.44.070(b)Parking in violation of posted sign. 46 10.44.080 Vehicle obstruction of roadway or lot. 46 10.44.090 Unattended vehicle, engine running. 111 10.45.110 Parking in on-street valet parking space. 46 10.46.110 Overtime residential parking permit (CT) 53 10.48.030 Truck route violation. 211 10.50.100(a)Violation of posted RPP permit sign 53 10.60.070(c)Permit not properly displayed. 41 10.60.070(d)Overtime permit parking in City lot. 41 10.60.070(e)Parking without permit in permit area. 46 22.04.150(e)In Foothills Park after hours. 111 22.04.210 Parking in parks. 111 Late payment penalty. 35 Collection cost penalty. 35% of listed penalty *All penalties include state-mandated assessments pursuant to Gov’t. Code 76000, S.B 1407(2008), and Government Code 76000.3 (S.B. 857, 2008) totaling $12.50. *Not Yet Passed* 9 2019112501TS SECTION 3. Vehicle Code Civil Penalties. The civil penalty schedule for violations of the California Vehicle Code established by Resolution No. 9809 is hereby restated to read as follows*: 5200 No front license plate. $78 (If corrected within 31 days) 10 (state mandated) 5204(a) No registration tabs on license plate. 78 (If corrected within 31 days) 10 (state mandated) 21113(a) Parking on public grounds. 46 22500(a) Parking in an intersection. 46 22500(b) Parking in a crosswalk. 46 22500(d) Parking w/in 15 feet--fire station driveway. 46 22500(e) Blocking driveway. 46 22500(f) Parking on sidewalk. 46 22500(g) Parking or stopping--excavation site, etc. 46 22500(h) Double parking on roadway. 46 22500(i) Parking in a bus zone. 261 22500(l) Parking in front of accessible curb. 303 22500.1 Parking in a fire lane (public or private). 46 22502 Right hand wheels not w/in 18” of rt. curb. 46 22505(b) Parking on state highway violation. 46 22507.8(a-b)Unlawful parking in handicapped space. 303 22507.8(c)(1-2)Straddling Lines/Cross hatched, disabled. 303 22511.57(a) Parking/standing of vehicle in disabled parking $753 stall or space with invalid license/placard. 22511.57(b) Unauthorized use of license/placard for vehicle $753 parking/standing in disabled parking stall or space. 22511.57(c) Parking/standing of vehicle in disabled parking $753 stall or space with counterfeit, forged, altered or mutilated license/placard for disabled. 22514 Parking within 15 feet of fire hydrant. 46 22515 Unattended vehicle, engine running. 111 22516 Person locked in vehicle. 111 22521 Parking within 7 1/2 feet of railroad tracks. 46 22522 Parking near sidewalk access ramp. 303 22523(a) Unlawful abandonment of vehicle on highway. 131 22523(b) Abandoned vehicle--public/private property. 131 22526 Entering/blocking intersection – anti-gridlock. 131 22951 No street, alley parking--patron vehicles. 46 *All penalties include state-mandated assessments pursuant to Gov’t. Code 76000, S.B 1407(2008), and Government Code 76000.3 (S.B. 857, 2008) totaling $12.50. SECTION 4. The Council finds that the adoption of this resolution does not meet the definition of a project under Public Resources Code Section 21065, thus, no environmental assessment under the California Environmental Quality Act is required. / / / / / / / / / / / / *Not Yet Passed* 10 2019112501TS SECTION 5. This resolution shall be effective on December 19, 2019. INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST: APPROVED: __________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: ____________________________ City Manager __________________________ ____________________________ Deputy City Attorney Director, Fire Chief ____________________________ Director, Administrative Services Division City of Palo Alto (ID # 10907) City Council Staff Report Report Type: Consent Calendar Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: Approval of the City/School Liaison Committee Purpose Statement Title: Approval of the City/School Liaison Committee Purpose Statement From: City Manager Lead Department: City Manager Recommendation Staff and the City/School Liaison Committee recommend that Council Approve the City/School Liaison Committee Purpose Statement. Discussion The City/School Liaison Committee (City/School) reviewed and agreed upon a Committee-drafted Purpose Statement (Attachment A) at their November 21, 2019 Committee meeting. The Purpose Statement outlines the type of work done by City/School. It is intended to provide guidance to future committee members as they join and serve on the committee. The City/School representatives from the Palo Alto Unified School District also plan to take this Purpose Statement to the Board of Education for approval in the near future. Resource Impact There are no resource impacts in the adoption of this Purpose Statement. Stakeholder Engagement The City/School Committee reviewed this topic at several meetings in 2019 and are open to receiving feedback on it. Attachments: • City/School Purpose Statement, Nov.2019 Purpose Statement - City School Liaison Committee Agreed Upon at the November 21, 2019 Meeting November 21, 2019 The City of Palo Alto and the Palo Alto Unified School District (PAUSD) have a shared interest in the health, safety, and welfare of students and families in the Palo Alto community. The following is the purpose statement for the City School Liaison Committee, agreed upon by the City School Liaison Committee on November 21, 2019. Purpose: The Committee meetings serve as a time for PAUSD Board Members and City of Palo Alto City Council Members to officially come together on a regular basis. It provides a unique opportunity for the elected representatives and associated staff to: • Establish stronger relations between and among elected and staff across separate jurisdictions operating in the same community • Gain understanding of perspectives, opportunities, constraints of PAUSD, the City, and other schools in the community • Share current actions and activities • Explore current and ongoing issues of mutual interest • Identify issues and/or devise means to prevent issues from arising in the future • Work together on relevant community projects • Regularly communicate to both bodies City of Palo Alto (ID # 10914) City Council Staff Report Report Type: Consent Calendar Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: Amendment 2 with Freytag & Asso. to Extend Contract through Oct. 31, 2020 to Assess Airplane Noise Title: Approval of Amendment Number 2 to Contract Number C16161182 With Freytag & Associates to Extend the Term of the Agreement to October 31, 2020 With no Additional Cost to the City for Professional Services Related to Airplane Noise Assessment and Mitigation From: City Manager Lead Department: City Manager Recommendation: Staff recommends that Council authorize the City Manager or his designee to approve Amendment No. 2 to contract C16161182 (Attachment A) with Freytag and Associates to extend the term through October 31, 2020, at no additional cost to the City. The contract is for assistance with airplane noise assessment and mitigation. Background: On February 8, 2016, the City Council approved the contract with Freytag and Associates after a competitive bidding process (CMR 6607). On June 25, 2018, the City Council approved a contract extension of one and a half years (1.5 years) to end December 31, 2019 with no additional cost to the city (CMR 9378). Discussion: Staff is in the process of assessing the relationship of consulting staff work from the Santa Clara/Santa Cruz Roundtable to the work of the City of Palo Alto related to airplane noise as part of the City’s review of its own consulting needs to support airplane noise work. Staff anticipates developing a revised scope of work for consulting support for airplane noise and community impacts in 2020. In the meantime, staff recommends the City continue to retain Freytag and Associates for their work in airplane noise assessment and mitigation, particularly in regards to monitoring developments such as route change proposals by the Federal Aviation Administration. The proposed Amendment No. 2 (Attachment A) extends the term through October 31, 2020 with no additional cost to the City. A detailed scope of the consultant’s monthly responsibilities can be found in the amendment. City of Palo Alto Page 2 Stakeholder Engagement The recommended contract extension is an administrative action, therefore no stakeholder engagement has been undertaken. Resource Impact This contract amendment does not add any additional funds to the contract. Environmental Review This item is not a project for purposes of the California Environmental Quality Act (CEQA) and environmental review is not required. Attachments: • Attachment A: Freytag & Associates Contract (C16161182) Amendment No. 2 Vers.: Aug. 5, 2019 Page 1 of 9 AMENDMENT NO. 2 TO CONTRACT NO. C16161182 BETWEEN THE CITY OF PALO ALTO AND FREYTAG & ASSOCIATES, LLC. This Amendment No. 2 (this “Amendment”) to Contract No. C16161182 (the “Contract” as defined below) is entered into as of ________________, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and FREYTAG & ASSOCIATES, LLC, a California Limited Liability Company, located at 925 Cresta Way, Ste. 9, San Rafael, CA 94903 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of assessment of the history of air traffic patterns over the Northern California (NorCal) Metroplex, as detailed therein. B. The Parties now wish to amend the Contract in order to extend the term to October 31, 2020 from December 31, 2019 and provide additional scope of work as specified in this Amendment. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C16161182 between CONSULTANT and CITY, dated February 8, 2016, as amended by: Amendment No.1, dated June 25, 2018 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows: “SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through October 31, 2020, unless terminated earlier pursuant to Section 19 of this Agreement.” DocuSign Envelope ID: 5B1548B8-13B3-4549-9A03-A98067A54625 Vers.: Aug. 5, 2019 Page 2 of 9 SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES PREVIOUS. b. Exhibit “C-1” entitled “HOURLY RATE SCHEDULE”, AMENDED, REPLACES PREVIOUS. SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: 5B1548B8-13B3-4549-9A03-A98067A54625 Vers.: Aug. 5, 2019 Page 3 of 9 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee FREYTAG & ASSOCIATES, LLC. By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES, AMENDED EXHIBIT “C-1”: HOURLY RATE SCHEDULE, AMENDED DocuSign Envelope ID: 5B1548B8-13B3-4549-9A03-A98067A54625 President Jack Freytag Vers.: Aug. 5, 2019 Page 4 of 9 EXHIBIT “A” SCOPE OF SERVICES The scope of services below provides details describing each task. As circumstances with Federal Aviation Administration and United States Congress progress, CITY staff and CONSULTANT may update tasks to adapt to current market conditions. Additionally as work on Historical Operations and Noise Assessments begin CITY staff and CONSULTANT may amend specific outputs. The descriptions below are intended to provide a framework for the activity. CONSULTANT will not begin tasks until work order is issued by CITY. Task 1: Historical Operations Assessment 1 Database preparation and mock data output CONSULTANT shall generate sample ‘mock’ outputs of data deliverables so that all parties understand what the deliverables will look like and that they are acceptable. 1.1 Data Base import and customization 1.2 Initial mapping developed 1.3 Develop 5x5 boxes, per 1000 feet 1.4 Heat Maps for SFO, SJC & OAK 1.5 SFO arrivals (36 graphic & database outputs) 1.6 SJC arrivals (36 graphic and database outputs) 1.7 OAK Arrivals (36 graphic and database outputs) 1.8 Customize database to include Airport runway usage 2 Cell maps A series of cell maps will be prepared to describe the distribution of various air operational parameters over the Bay Area. 2.1 Basic historical data Prepare a series of cell maps delineating various combinations of flight tracks, altitudes, periods of the day/evening/night, for operations to and from SFO, SJC and OAK for several base years and months. 2.2 Changes in flight operations Prepare a series of cell maps depicting changes in various air operations over specific years and/or seasons. 2.3 Line charts Prepare a series of line charts depicting changes in various air operations over specific years and/or seasons. 2.4 Histograms Prepare a series of histograms depicting the statistical distribution of various air operations over specific years and/or seasons. DocuSign Envelope ID: 5B1548B8-13B3-4549-9A03-A98067A54625 Vers.: Aug. 5, 2019 Page 5 of 9 Task 2: Historical Noise Assessment 3 Noise Assessments 3.1 Cell maps - DNL / SEL's / Respite minutes / day/evening /night Prepare Cell maps of the above metrics for the Bay Area with color coding for noise metric levels. Noise contours for various years will be compared. 3.2 Line charts - Alternative metrics / years / months / day/evening/night For each CITY, and for several years and months, analyze the Cell data for the CITY by month/year and prepare graphics to illustrate changes in noise patterns vs. time, separated by ‘Day’, ‘Evening’, and ‘Night’. 3.3 Noise monitoring (1 month) Install a temporary noise monitor (at least one month) at a location in Palo Alto and compare modeled data to actual data as a validation of the model. Assumptions/Exclusions: • The NOP data will be used to generate flight paths, number of operations, and runway use in the AEDT. Input files for flight tracks and operations will be provided by the NOP data manager. • The NOP data does not provide all of the inputs needed for the AEDT. Specifically, we will need to make assumptions for the following: • Exact aircraft type (e.g., 737-700 versus 737-939). • Aircraft load • Meteorological conditions • Aircraft flap settings • Aircraft thrust settings Task 3: FAA & Community Activity and Noise Mitigation 4.a.1 Airline route analysis - review published routes Review published routes, procedures, and related documentation, identifying operational changes at SFO, SJC, and OAK with relevant impact on route usage and traffic levels over Palo Alto, since the year 2000. Prepare a report with findings. 4.a.ii Airline route analysis - ID ops changes for SFO, SJC and OAK 4.a.iii Airline route analysis - ID impact on route changes over Palo Alto 5.1 Assessing alternatives - ID lesser used airspace Track data analysis, TRACON vectoring practices for metering / sequencing. Review TRACON SOP’s, identify compliance. DocuSign Envelope ID: 5B1548B8-13B3-4549-9A03-A98067A54625 Vers.: Aug. 5, 2019 Page 6 of 9 5.2 Assessing alternatives - modified flight path fuel/operating costs Explore T-Routes (GA), raise crossing fix altitudes, TEST options, fuel and CO2 conservation, adjust vectoring pathology. 5.3 Assessing alternatives - reduced nighttime noise exposure Propose new options to current Noise Abatement Program (SFO)/compliance, review STAR profiles and compliance, USER meetings. 5.4 Assessing alternatives - minimize over-terrain flights <8,000 ft. Adjust / amend per 5.2. 5.5 Assessing alternatives - review MENLO "IAF" crossing altitude Adjustments/procedural amendments will be incorporated per outcomes of 5.2 and 5.5 based on TRACON concurrence and operational impact. 5.6 Assessing alternatives - review SJC arrival impacts This task will be analyzed and amendments incorporated per outcomes of 5.1 thru 5.6. 5.7 Assessing alternatives - costs/saving for alternative routing Operational/fuel costs will be derived from final amendments of route and practices with considerations given to surrounding Cities and air traffic flows and GA usage. 5.8 Assessing alternatives - discuss and assess FAA directives As required / per demand. Task 4: Ongoing Community Noise Activity 1 SFO Round Table Meetings 2 NOR CAL TRACON On-Site Meetings 3 Palo Alto City Meetings 4 Congressional Meetings 5 CITY Teleconference Calls 6 Meeting with FAA Regional Administrator / Staff 7 Draft technical correspondence for City review Task 5: Sleep Interference Study 1 Phase 1 – monitoring -- 1 week @ 2 locations Two simultaneous noise monitors set inside and outside an unoccupied residence concurrently recording the sound level at least each one second intervals for seven consecutive days. This will identify all aircraft flyover events simultaneously inside and outside the residence. 2 Data reduction The noise data recorded will be downloaded from the digital programmable sound level meters and all aircraft flyover events identified. 3 Sleep interference computation The percentage of the population awakened by the series of aircraft flyover events will be computed in accordance with American National Standards Institute (ANSI) S12.9, Part 6, "Quantities and Procedures for Description and Measurement of Environmental Sound -- Part 6: Methods for Estimation of Awakenings Associated with Aircraft Noise Events Heard in Homes". DocuSign Envelope ID: 5B1548B8-13B3-4549-9A03-A98067A54625 Vers.: Aug. 5, 2019 Page 7 of 9 4 Sleep interference assessment The degree of sleep interference will be quantified from the measurement results. 5 Sleep interference written report The measurement, assessment procedure and results will be presented in a written report. 6 Sleep interference presentation The measurement, assessment procedure and results will be presented in an oral report to a Palo Alto forum. Task 6: Classroom Disruption Study 1 Phase 1 -- monitoring -- 1 week @ 2 locations Two simultaneous noise monitors set inside and outside an unoccupied classroom concurrently recording the sound level at least each one second intervals for several consecutive weekdays. This will identify all aircraft flyover events simultaneously inside and outside the school during school hours. 2 Data reduction The noise data recorded will be downloaded from the digital programmable sound level meters and all aircraft flyover events identified. 3 Classroom interference computation The degree of classroom disruption from aircraft noise will be assessed with respect to American National Standards Institute (ANSI) Standard S12.60, "Acoustical Performance Criteria, Design Requirements, and Guidelines for Schools, Parts 1 & 2". 4 Classroom interference assessment The degree of classroom interference will be quantified from the measurement results. 5 Classroom interference written report The measurement, assessment procedure and results will be presented in a written report. 6 Classroom interference presentation The measurement, assessment procedure and results will be presented in an oral report to a Palo Alto forum. Task 7: Property Valuation Study 1 Research 2 Property Valuation Report 3 Property Valuation Presentation DocuSign Envelope ID: 5B1548B8-13B3-4549-9A03-A98067A54625 Vers.: Aug. 5, 2019 Page 8 of 9 AMENDMENT No. 2 The scope of services below provides details describing each task. As circumstances with Federal Aviation Administration and United States Congress progress, CITY staff and CONSULTANT may update tasks to adapt to current market conditions. Additionally, as work on Historical Operations and Noise Assessments begin CITY staff and CONSULTANT may amend specific outputs. The descriptions below are intended to provide a framework for the activity. CONSULTANT will not begin tasks until work order is issued by CITY. The monthly Santa Cruz-Santa Clara and San Francisco Roundtable agendas will be reviewed by CONSULTANT as soon as available, and prior to future meetings, recommendations will be provided as appropriate to CITY for City interaction at the meeting. Any relative information and recommendations from the previous minutes of each Roundtable meeting will be forwarded to CITY. CONSULTANT will perform monthly review and comment as appropriate on the SFO, OAK, SJC, SQL, RHV and PAO posted to the FAA Air Traffic Instrument Flight Procedures Gateway, and any relative FAA Order changes. CONSULTANT will monitor other relevant information sources for actions, policies, procedures, etc. from the Federal Register, Airport Director’s Reports, community correspondence, etc. for items potentially affecting aircraft noise in Palo Alto. DocuSign Envelope ID: 5B1548B8-13B3-4549-9A03-A98067A54625 Vers.: Aug. 5, 2019 Page 9 of 9 EXHIBIT “C-1” HOURLY RATE SCHEDULE Overall Project Manager, Freytag & Associates, LLC $ 280/hr Air Traffic Management Manager, Hughes AV Associates $ 240/hr National Offload Program Manager, Clayton Smith Consulting $ 250/hr Noise Modeling and Graphics Production Manager, CSDA Design Group $ 240/hr Senior Acoustician/Analyst $ 145/hr Acoustician/Analyst $ 110/hr Technician Administrative $ 90/hr Administrative $ 70/hr AMENDMENT No. 2 Monthly Review and Report Project Manager Air Traffic Management Manager Total Estimate Santa Clara Roundtable $ 260 $ 130 $ 390 San Francisco Roundtable $ 130 $ 130 $ 260 FAA-IFP’s $ 260 $ 130 $ 390 Federal Register, local news, etc. $ 130 $ 130 $ 260 Total $ 780 $ 520 $ 1,300 If additional time may be required for a complete review of detailed materials, CONSULTANT will provide a fee estimate. DocuSign Envelope ID: 5B1548B8-13B3-4549-9A03-A98067A54625 City of Palo Alto (ID # 10939) City Council Staff Report Report Type: Consent Calendar Meeting Date: 12/16/2019 City of Palo Alto Page 1 Council Priority: Fiscal Sustainability, Grade Separations, Transportation and Traffic Summary Title: FASTER letter to Hill and Berman Title: Approval of the Letter to Senator Hill and Assemblymember Berman Regarding the FASTER Program Proposal From: City Manager Lead Department: City Manager Recommendation Staff recommends that Council direct staff to submit the letter in Attachment A to Senator Jerry Hill and Assemblymember Marc Berman regarding the FASTER program and the City’s transportation priorities. Discussion FASTER Bay Area is a proposed November 2020 ballot initiative sponsored by the Bay Area Council, SPUR, the Silicon Valley Leadership Group, and others. The current goal is to raise up to $100 billion over 40 years for transportation projects in the Bay Area through a 1% increase in sales tax. One of the ways a measure may appear on a ballot is through state legislation; this is the route, rather than a petition, chosen by the FASTER sponsors. The legislation currently identified for this measure is SB 278 (Beall). As the legislature reconvenes on January 6, it is important to begin actively engaging in the process shaping the FASTER proposal in December. Once the legislature is back in session, hundreds of bills on a variety of topics will become active again, will be introduced, or will be the subject of policy hearings. The legislative process will start moving quickly and as such, it’s important to make known to our delegation the City’s transportation priorities at the beginning of this process. Doing so will help ensure our priorities are contemplated before SB 278 is amended, and before policy discussions begin in earnest. Stakeholder Engagement Staff has had preliminary meetings with other Cities to discuss the FASTER proposal, City of Palo Alto Page 2 and our City’s state legislative advocate has met with Transportation Committee staff. Importantly, staff expects this letter to be only part of our engagement in the FASTER process. We will continue to share Council’s priorities with legislators and stakeholders throughout the legislative session. Environmental Review This report is not a project for the purposes of the California Environmental Quality Act; an environmental review is not required. Attachments: • Attachment A: FASTER Letter from the City of Palo Alto December 17, 2019 The Honorable Jerry Hill The Honorable Marc Berman California State Senate California State Assembly State Capitol, Room 5035 State Capitol, Room 6011 Sacramento, CA 95814 Sacramento, CA 95814 RE: Senate Bill 278 (Beall)/FASTER Proposal – Projects and Principles from the City of Palo Alto Dear Senator Hill and Assembly Member Berman: On behalf of the City of Palo Alto, thank you for your support and leadership related to transit-oriented development and for investing in California’s infrastructure for the 21st Century and beyond. A major priority of the City Council is addressing traffic and focusing on transportation priorities. Working closely with City staff and regional stakeholders, Palo Alto has identified some key projects that we feel would benefit not only our community, but the broader Bay Area. We are encouraged by the potential funding for transportation infrastructure projects through SB 278 (Beall), and the subsequent FASTER proposal and we seek your support on this legislation. Widespread equity in funding transportation projects through SB 278/FASTER will be a major issue for many Bay Area communities. SB 278 provides an exciting opportunity to equitably benefit the entire Bay Area. As you are aware, Santa Clara County experiences extreme traffic congestion and transit crowding, particularly during commute times. Therefore, FASTER should seek to get to the heart of these congestion and crowding issues by funding improvements to both public transit and surface streets. To assist in identifying initiatives aimed at such improvements, Palo Alto offers three key elements as priorities within the funding framework from Senator Beall’s SB 278 and the FASTER program: 1) Caltrain grade separations, ensuring coordinated and efficient construction while respecting the outcomes of community planning processes; 2) Sustainable funding for Caltrain operations, recognizing that the FASTER proposal could supersede the opportunity for voters to address Caltrain operations through a three-county measure; and, 3) A clear and accountable governance structure for funding allocations. To ensure equity, achieve proper funding levels, and fully engage the community, we support leveraging sales tax as a funding mechanism, as is currently contemplated, mandating geographic equity in expenditures, proper oversight to ensure system coordination and fund management, and requirements to effectively engage a cross-section of stakeholders in program development. Palo Alto, in discussion with our neighboring communities in Santa Clara County, is confident that you recognize the need for a concrete decision-making and operating framework for a seamless December 17, 2019 FASTER – City of Palo Alto Page 2 transportation strategy which can rely on diverse funding mechanisms. We urge you to ensure that both the legislature and involved parties clearly understand, and have the opportunity to shape, the intent behind ensuring the larger success of FASTER. We anticipate providing additional recommendations in the near future, based on coordination with other cities and as the legislative proposal takes shape. Palo Alto looks forward to continuing to work with you to address traffic and transportation priorities. We appreciate your leadership on these and other issues facing our communities. Again, thank you for your work in supporting the future of California’s transportation systems and infrastructure. We look forward to engaging in continued discussions regarding SB 278 and the FASTER proposal. Sincerely, Eric Filseth Mayor City of Palo Alto Cc: Peninsula Corridor Joint Powers Board Metropolitan Transportation Commission Santa Clara Cities Association Valley Transportation Authority Townsend Public Affairs City of Palo Alto (ID # 10690) City Council Staff Report Report Type: Action Items Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: Objective Wireless Administrative Standards Review Title: PUBLIC HEARING: Adoption of a Resolution Amending Objective Standards for Wireless Communication Facilities (WCF) in the Public Rights of Way to Clarify Existing Standards and add new Standards Regarding the Prioritization, Placement, Location, and Design Criteria From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends City Council adopt a resolution amending the objective standards for Wireless Communication Facilities (WCF) attached to streetlight poles and wood utility poles in the public rights of way. Executive Summary This report and accompanying resolution (Attachment A) responds in part to City Council direction from April 15, 2019 to return within one year to address specific changes to the objective WCF standards. Council requested a revised ordinance and resolution that established preferred WCF locations based on zoning, local context, street size, existing landscaping, and installation type. Council also directed the establishment of distances from homes and schools. Attachment B contains the complete Council motion. This report transmits an updated and reformatted resolution. A separate report and amended ordinance are expected to follow in April after staff presents ordinance changes to the Planning and Transportation Commission. The ordinance is expected to include clarifications to the processing procedures, standard conditions of approval and more definition as to what constitutes infeasibility when a WCF provider requests an exception to the objective standards. Separating the ordinance from the resolution allows for a timelier update to the objective standards. The recommendation in this report includes new objective standards and refinement to prior standards that a carrier must either meet or request exceptions under the wireless ordinance procedure. Some of the new or refined standards include: • Preference for placing WCFs in non-residential districts (exception required to place a WCFs in a residential district) City of Palo Alto Page 2 • Increased public school setback from 300 to 600 feet (exceptions may be granted, but no WCF may be placed closer than 300 feet to a public school) • Established a minimum 20-foot setback from buildings in all zoning districts (no exception may be requested that would allow a WCF to be placed closer than 20 feet to a residence in a residential district) • Enhanced restrictions related to historic or potentially historic resources • Preference for placing WCF equipment underground (top-mounted remains an option, but exceptions are required for any other design) • Requirement for automatic pole replacement to enhance aesthetic appearances • A minimum separation between WCFs (600 feet) • For WCFs that seek an exception to allow placement in residential districts, two new standards are recommended: 1. Established a new residential zone of exclusion in residential districts that reduces the potential for a WCF to be placed adjacent to the central portion of a lot; and, 2. Identified two groups of street roadways that prioritize WCFs on certain roadways and requires an exception to place a WCF on collector and local streets. Despite the new standards however, the City Council and community can expect that WCF applications will be filed and will include requests for exceptions. While there will be a review and analysis of each exception request, recent federal orders give great deference to wireless carriers over local interests. Any interested party aggrieved with a decision on an application may appeal the decision to the City Council. As more applications are filed, it is anticipated more Council appeal hearings will be required. Background Last April the City Council adopted an ordinance and resolution to establish new WCF regulations.1 The ordinance provides the overall WCF regulatory framework, and the resolution includes some additional objective design, placement and aesthetic standards. Using a resolution to establish these standards allows the City to react more quickly to changing technology in the wireless industry, which is expected to result in smaller, less visually intrusive antennas and equipment in the future. Since April, the resolution has been updated twice. Once to correct an error that was unenforceable and mistakenly included in the resolution and to add a 300-foot setback around public schools. A second amendment occurred to respond to a conflict in the regulations and other City policies related to replacement pole standards. In its April deliberation, Council directed staff to return within one year with further updates that would establish a hierarchy in the placement of WCFs. A variety of criteria were identified that staff has since reviewed. Based on this direction, a revised resolution has been drafted to clearly communicate the City’s interest to locate as many WCFs outside of residential districts to preserve the aesthetic character of these areas. As previously communicated to Council, the City is not allowed to prohibit or have the effect of prohibiting an entity’s ability to provide telecommunications service. Many communities around the Bay Area have taken steps to protect aesthetic standards in their communities by asserting certain design 1 Staff Report: https://www.cityofpaloalto.org/civicax/filebank/documents/70193. Action Minutes: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=50627.15&BlobID=71238. City of Palo Alto Page 3 and location prohibitions and allowing for exceptions when required to comply with federal rules. This resolution similarly establishes a series of objective aesthetic standards that would ideally direct a carrier’s wireless network toward non-residential areas and then require exceptions if a WCF needed to be placed in a residential district. The resolution further establishes a tiered approach to focus the placement of WCFs on certain major streets in order to protect aesthetic standards in residential areas while balancing other interests in the City’s comprehensive plan and compliance with state and federal rules. Discussion When drafting the proposed standards, staff considered regulations from other communities. In some instances, the proposed standards are consistent with or go further than other jurisdictions, but some proposed standards do not achieve the same distance requirements as established in other communities. Where the proposed standards are less stringent than other communities, it is generally based on a staff perspective that the higher threshold would either effectively prohibit a carrier’s network, based on the City’s distribution of land uses, or would create an unnecessary layer of additional exceptions for the applicant to request and the City to process. The City of Palo Alto is distinguished from other communities regulating WCFs in that the City controls its own utility service and has established a master license agreement with utility providers seeking to locate on the City’s wood utility poles. These agreements, approved by the City Council, specify essential terms and conditions governing the deployment of WCFs on City wood utility poles and offer greater control for the City compared with other jurisdictions. The City also uses a comprehensive application filing checklist that requires an evaluation of alternative WCF locations and other comprehensive data to effectively evaluate application requests. These tools support an effective review process and reduce the need to address all the standards seen in other jurisdictions’ ordinances in the City’s ordinance or resolution. However, there are some changes staff anticipates making to the City’s ordinance that relate to the infeasibility analysis and other clarifications needed following a review of ordinances. Updated Objective Standards The format of the objective standards resolution has been updated to improve readability and better organize objective standards. Many of the existing standards remain intact, unchanged, or slightly modified for clarity. The new or substantially modified standards are described below: Permitted Zoning Districts: This section clearly signals the City’s interest to locate WCFs in non- residential districts. Other jurisdictions instead impose distance requirements, such as 1,500 feet from a residence. Both standards effectively restrict WCF placement near residences without obtaining an exception. Public School Boundary: The setback around properties with public schools has been extended from 300 feet to 600 feet. This increase reflects comments made by Councilmembers and feedback received from community members. Under the present-day standard, a wireless carrier may request an exception to locate within 300 feet of a school. The proposed resolution establishes a minimum 300-foot setback around schools that cannot be reduced even with an exception. Residential Zone of Exclusion: This standard only applies to applications that require an exception to place a WCF in a residential district. This is a standard that staff has been considering for some time. An City of Palo Alto Page 4 earlier “placeholder” for this concept was mistakenly included in the April objective standards resolution. The language of the earlier placeholder was unclear, and it appeared that in practice it would not have achieved the objective of protecting aesthetic standards adjacent to residences. Accordingly, Council repealed the placeholder pending further analysis and development of an improved standard. The concept has been further developed and evaluated against data showing the location of wood utility poles in residential districts throughout the City. The purpose of this standard is to limit the potential for a WCF to be located centrally in front of a residence, preferring instead to locate a WCF nearer the corners of parcels to reduce the visual impact. This standard is visually represented in Exhibit 2 in Attachment A. As drafted, no exceptions can be requested to place a WCF on a wood utility pole in this defined area. However, exceptions may be requested to place a WCF in this zone when located on a streetlight pole. This streetlight pole exception is allowed due to insufficient data demonstrating opportunities to locate a WCF on a streetlight pole outside of the residential zone of exclusion. Residential Roadways: Like the Residential Zone of Exclusion above, this standard only applies when an application for an exception is made to place a WCF in a residential district. This standard establishes a tiered approach encouraging applicants to place a WCF away from residential properties when feasible and on roadways that offer larger right of way dimensions. Accordingly, expressways, arterials and streets with special setbacks may offer greater opportunities to screen or otherwise conceal a proposed WCF. No additional exception is required to place a WCF on one of these streets. An exception is required, however, to place a WCF on a collector or local street as these streets tend to be narrower and a WCF may be potentially more impactful to the residential character and the neighborhood aesthetic. While this standard appears responsive to staff’s understanding of Council and community comments, staff is concerned that this approach may not equitably distribute WCFs throughout the residential neighborhood and would likely place a greater concentration of future nodes on certain residential streets and not others. Exhibit 3 to Attachment A illustrates the location of the different roadway designations throughout the City. Building Setback: This standard establishes a minimum 20-foot setback from buildings used for occupancy in all zoning districts. While most WCFs in a residential district will likely meet this standard, many more commercial buildings are expected to require an exception. Because of concerns expressed regarding the potential impact to residential character, no exceptions may be granted to place a WCF closer than 20 feet to any residence in a residential zoning district. Other jurisdictions may have greater distance requirements from residences and the Council may consider whether a greater setback is needed in Palo Alto. However, if the minimum setback is increased, staff recommends retaining the proposed no exception provision at 20 feet. Distance Between WCFs: This standard is intended to spread the distribution of WCFs in the City and minimize visual clutter. The 600-foot separation standard was selected as it is consistent with the public- school setback, however, the Council may consider whether this standard should be increased. Other cities have greater distances, including up to 1,500 feet. The greater the required distance between WCFs, the more exception requests applicants are likely to file. Intersection Corners: This standard reflects comments received over the past year from the architectural review board and the community disfavoring street corner WCF placement. The proposed 20-foot setback combined with the residential zone of exclusion standard above is expected to significantly limit the number of future WCFs at corners, unless an exception is granted. City of Palo Alto Page 5 Historic and Potentially Historic Resources: This standard is largely consistent with existing regulations. One change was made that extends protections to homeowners who have a pending application on file seeking to designate their property as an historic resource. WCF Design Standards: The resolution has been revised to require an exception if a proposed WCF will not meet the preferred underground or top-mounted design alternatives. Top-mounted design, while not favored by some in the community, offers an alternative to the underground design, which to date, has had design implementation challenges in part due to restrictive noise standards established in the City’s Comprehensive Plan. Pole Replacement: This is a new standard that requires by default a new streetlight or wood utility pole when a WCF is proposed in the right of way. While some streetlights may not require replacement, staff anticipates nearly all new WCFs on wood utility poles will require replacement. The aesthetic advantage for this is that the new pole would be taller and have a consistent and uniform appearance as opposed to having a bayonet extension attached to the top of an existing pole that then must be screened with a shroud. With pole replacement, the existing pole can take six months or longer to be completely removed while other utility providers transfer their lines to the new service pole. Residential WCF Exception Process The proposed resolution will likely result in more requests for exceptions than previously anticipated with the existing objective standards. The City Council in April directed staff to make changes to the exception process to better define what constitutes infeasibility when an WCF provider is requests an exception to the objective standards. The City’s municipal code sets forth the process to evaluate proposed WCF exceptions. No change to this process is proposed with the subject resolution. Staff has reviewed ordinances from other communities and anticipates making additional changes that will first be presented to the Planning and Transportation Commission and then the City Council in April 2020. Relevant Federal and State Law The City’s discretion in reviewing WCF applications is significantly limited by state and federal laws, specifically the Federal Telecommunications Act of 1996 and California Government Code sections 65850.6 and 65964.1. Federal law prohibits the City from discriminating among wireless services providers and from regulating certain issues, such as electromagnetic radiation and other technical requirements of wireless services. In addition, under federal law, the City may not regulate WCF applications in a manner that would “prohibit or have the effect of prohibiting” an entity from providing telecommunications service or personal wireless services. Under California state law, if the City fails to act on a WCF application within the timeframes established by the Federal Communications Commission, an applicant may assert that the application is deemed approved as proposed. On September 26, 2018, the Federal Communications Commission (FCC) adopted a “Declaratory Ruling and Third Report and Order Relating to the Acceleration of Wireless Broadband Deployment by Removing Barriers to Infrastructure Investment” (commonly referred to as the “September 2018 Order”). These regulations built upon earlier rulings by the FCC that significantly limit local control over WCF deployment. Among other changes, the September 2018 Order defined a subset of WCFs, “Small Wireless Facilities,” which are commonly deployed on streetlights and utility poles in the public rights of way. The Order required that local governments act upon most Small Wireless Facility applications City of Palo Alto Page 6 within 60 or 90 days. In addition, the September 2018 Order declared that, to comply with federal law, local aesthetic regulations must be reasonable, objective, non-discriminatory, and published in advance. Palo Alto already had some objective standards and adopted a more comprehensive list of objective standards on April 15, 2019, in response to the regulations. The September 2018 Order has been challenged by several coalitions of municipalities. The litigation is pending in the Ninth Circuit Court of Appeals. The Ninth Circuit’s ruling is expected to apply in Palo Alto. Litigation notwithstanding, the FCC order went into effect on January 14, 2019 and remains in effect while the litigation proceeds. The City remains actively involved with cities and other local agencies in supporting proposed federal legislation including H.R. 530., S.2012, as well as other federal actions to reconsider current FCC orders, support local regulation, and further study appropriate technology deployment. Recent City letters pertaining to H.R 530 (Eshoo) and S.2012 (Feinstein) can be found on the City’s Intergovernmental Affairs webpage.2 Timeline Approval of the attached resolution (Attachment A) would make the updated objective standards immediately applicable to forthcoming WCFs proposed in the public rights of way within the City of Palo Alto. Staff is drafting updates to the wireless ordinance. The updates will be brought forward to the Planning and Transportation Commission for discussion and recommendation to Council in early 2020. Staff anticipates bringing the updates forward to Council before April 2020. Resource Impact WCF applications and policy analysis require a signifcant amount of resources from mulitiple City departments. Review of WCF applications are on a cost recovery basis and WCF policy analysis is absorbed through existing department budgets. Time spent on the WCF applications and WCF policy analysis diverts staff resources from advancing other Council policy initiatives and may require greater use of consultants at times. There are already demands on staff to comprehensively evaluate applications in a short duration of time to adhere to federal processing timelines. The proposed resolution with the increased list of standards is expected to place further demands on staff and City departments involved in the WCF review, including Planning, Public Works, Utilities and the City Attorney’s Office. The more complicated the City’s application review process, the more time is needed and spent to process those WCF applications. Policy Implications The proposed resolution communicates the City’s interest to direct WCFs toward non-residential zoning districts. It establishes a series of exceptions that a carrier would likely request in the event it was not able to meet these objective standards. Requiring an exception process does not preclude a WCF from being located in front of a resident’s home. Additionally, establishing the new standards may result in community members having a false expectation that WCFs would be would banned from residential districts. It is also anticipated that most applications to deploy contemporary small cell networks in Palo Alto will require at least one exception to these standards. Any individual aggreived by a WCF decision 2 (https://www.cityofpaloalto.org/gov/city_information/intergovernmental_affairs.asp) City of Palo Alto Page 7 would have the opportunity to appeal to the City Council. Given aggressive application processing timelines set forth by the federal government, these appeals will compete for limited space on the Council’s agendas and, in some instances, take priority over other Council business. Moreover, WCFs already command a significant amount of staff resources across several departments. The revised objective standards and the anticipated need to evaluate multiple exception requests per application is expected to place additional burden on staff resources. Again, given aggressive application processing timelines, routine and other assigned work may, from time to time, need to be deferred pending completion of the City’s review of WCF applications. Stakeholder Engagement Staff has met with a few residents and a representative from the PAUSD School Board to learn more about their interests and concerns regarding the subject resolution and future ordinance. While not all the expressed concerns are recommended for inclusion in the subject resolution, many of the key concepts have been incorporated. Additionally, staff held several meetings with City department representatives to further refine the resolution and balance department interests. Environmental Review Approval of the resolution is exempt from the provisions of the California Environmental Quality Act (“CEQA”), pursuant to Section 15061 of the CEQA Guidelines, because it does not authorize the construction of Wireless Communication Facilities in any locations where such facilities are not already permitted; therefore, it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment. The resolution is further exempt under CEQA Guidelines sections 15301, 15302, 15303 and 15305 because it represents part of a comprehensive regulatory scheme governing minor alterations to existing facilities or small structures. Attachments: • Attachment A: Draft WCF Resolution with Exhibits (12.16.19) • Attachment B: City Council Final Action Minutes Special Meeting April 15, 2019 1 Resolution No. ____ Resolution of the Council of the City of Palo Alto Amending Objective Aesthetic, Noise, and Related Standards for Wireless Communication Facilities in the Public Rights of Way The Council of the City of Palo Alto RESOLVES as follows: SECTION 1. Findings and Declarations. a. On April 15, 2019, the City Council adopted Resolution 9825, establishing objective aesthetic, noise, and related standards for Wireless Communication Facilities (WCFs) on Streetlight and Wood Utility Poles in the Public Rights-of-Way. b. On June 17, 2019, the City Council adopted Resolution 9847, amending the standards to delete inadvertently added language, clarify existing standards, and adopt an interim setback from public schools. c. On August 12, 2019, the City Council adopted Resolution 9855, amending the standards to address a conflict with other City standards and to clarify the allowable height for WCFs on Streetlights and Wood Utility Poles. d. The City Council wishes to consolidate the existing objective standards previously described in Resolution 9855 for clarity and update the objective standards in order to address Council specified location, design, and other preferences in the City for WCF on Streetlight Poles and Wood Utility Poles. SECTION 2. Objective Standards for WCFs on Streetlight Poles and Wood Utility Poles in the Public Rights-of-Way Amended. The City Council hereby adopts the objective standards in Exhibit 1, attached to and incorporated into this resolution, for Wireless Communication Facilities in the Public Rights of Way on Streetlight Poles and Wood Utility Poles. The City Council hereby adopts Exhibit 2 that illustrates the Residential Zone of Exclusion and Exhibit 3 that illustrates the City of Palo Alto roadway network and locations of special setbacks relative to generalized zoning designations for the sole purpose of supplementing the objective standards in Exhibit 1. SECTION 3. If any section, subsection, clause or phrase of this resolution or the attached standards is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion or sections of the resolution and exhibits. The Council hereby declares that it should have 2 adopted the resolution and exhibits, and each section, subsection, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. SECTION 4. Environmental Review. The Council finds that this resolution is exempt from the provisions of the California Environmental Quality Act (“CEQA”), pursuant to Section 15061 of the CEQA Guidelines, because it does not authorize the construction of Wireless Communication Facilities in any locations where such facilities are not already permitted; therefore it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment. The resolution is further exempt under CEQA Guidelines sections 15301, 15302, 15303 and 15305 because it represents part of a comprehensive regulatory scheme governing minor alterations to existing facilities or small structures. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Deputy City Attorney City Manager Director of Planning and Development Services 3 Exhibit 1 Objective Standards for Wireless Communication Facilities in the Public Rights of Way on Streetlight Poles and Wood Utility Poles A Wireless Communication Facility (WCF) proposed for the public right of way must comply with the applicable provisions of the City’s Municipal Code and all of the following objective standards. In each instance where a proposed facility is unable to comply with the City’s objective standards, a WCF Exception may be requested and evaluated in accordance with this resolution and PAMC Section 18.42.110(k).1The following standards apply to both streetlight poles and wood utility poles, unless otherwise noted. WCF SITING STANDARDS Permitted Zoning Districts WCF placement is permitted in non-residential zoning districts. Public School Boundary A WCF shall not be placed within 600 feet of a parcel containing a public school. No WCF Exception shall be granted allowing a WCF to be placed closer than 300 feet to a parcel containing a public school. Residential Zone of Exclusion (this standard applies to WCF Exception requests to locate in residential districts) No WCF shall be placed within the public right of way in the area between the street centerline and the central fifty percent (50%) of the immediately adjacent parcel’s front lot line. The central fifty percent standard shall be based on the parcel’s lot width2. For corner lots, the central fifty percent standard along the street lot line3 shall be based on the parcel’s lot depth4. Exhibit 2 illustrates this requirement. Residential Roadways (this standard applies to WCF Exception requests to locate in residential districts) Any request for a WCF Exception involving placement of a WCF within a residential zoning district shall prioritize WCF placement on the following roadway types (See Exhibit 3): • Expressways • Arterials • Residential Arterials • Roadways identified with a Special Setback (including collector and local streets). 1 The City may hire an independent consultant to evaluate WCF Exceptions at applicant’s expense. 2 Palo Alto Municipal Code Section 18.04.030(a)(93) 3 Palo Alto Municipal Code Section 18.04.030(a)(91)(E) 4 Palo Alto Municipal Code Section 18.04.030(a)(87) 4 In each instance above, the priority shall be for placement of a WCF most distant from residential property. An additional WCF Exception request must be made to place a WCF on a collector or a local roadway that does not have an identified special setback. Building or Structure Setback A WCF shall not be placed closer than 20 feet from any building used for occupancy in any zoning district. Distance Between WCFs A WCF shall not be placed less than 600 feet away from another WCF. This requirement does not preclude WCFs collocating on the same structure where otherwise allowed. Intersection Corners5 A WCF shall not be placed less than 20 feet away from any roadway intersection. An intersection is measured from the start of the curb radius. Scenic Routes6 A WCF shall not be placed along an identified scenic route. Historic Districts, Sites, and Structures A WCF shall not be placed within a listed historic district, nor immediately adjacent to a parcel with an historic structure, nor immediately adjacent to an historic site, as those terms are defined by PAMC Section 16.49.020. A WCF shall not be placed in a potential historic district, or immediately adjacent to a potential historic structure or site, where the application for historic designation was filed with the City prior to the filing of a WCF application, until a final decision has been made regarding that pending historic designation. WCF DESIGN STANDARDS Underground Design (Preferred Option) Radio equipment shall be placed in an underground vault. The associated antenna(s) shall be placed in a shroud at the top of a nearby pole. Underground vaults shall be the minimum volume necessary to house WCF equipment and include information detailing why the proposed dimensions are required. Maximum vault size shall not exceed 5 feet 8-inches x 8 feet 2-inches x 5 feet 7-inches or 260 cubic feet, excluding space required for ventilation or sump pump equipment. 5 Gateway intersections are identified on Map L-4 in the Comprehensive Plan. 6 Scenic routes are identified in Policy L-9.1 in the Comprehensive Plan. 5 Top-Mounted Design (Secondary Option) Radio equipment and the associated antenna(s) shall be enclosed within a shroud at the top of the pole. Minimal Sunshield Design Use of this design requires a WCF Exception Radio equipment shall be enclosed within one or two sunshields not exceeding 8 inches wide nor 0.75 cubic feet in volume each, mounted directly to the side of the pole. The associated antenna(s) shall be placed in a shroud at the top of the pole. Sunshields shall be attached at least 12 feet above ground level and, when located on wood utility poles, shall not interfere with the identified communication space. Existing Signage Design Use of this design requires a WCF Exception Radio equipment shall be attached to a pole behind existing signage under the following conditions: i) Radio equipment shall be placed within a shroud that does not exceed the dimensions of the sign in height and width, nor 4 inches in depth, including any required mounting bracket. ii) In no event shall WCF equipment obscure or interfere with the visibility or functioning of the signage. The associated antenna(s) shall be placed in a shroud at the top of the pole. WCF Antenna and Shroud Dimensions (Diameter / Height) Antennas shall have the smallest size possible to achieve the coverage objective. The diameter of the antenna and shroud shall not exceed 15 inches at their widest. For Streetlight Poles: The maximum WCF height shall not exceed 3 feet (or 5.5 feet for top-mounted designs) from the top of the streetlight pole that meets the City standards for the proposed location. The associated “antenna skirt” shall taper to meet the pole above the mast arm. For Wood Utility Poles: In no circumstance shall the total height of a pole and all WCF equipment exceed 55 feet. For wood utility poles carrying power lines, replacement poles shall be the minimum height necessary to provide GO 95 mandated clearance between WC equipment and power lines. For wood utility poles without power lines, any WCF equipment shall not increase the height of the pole by 5.5 feet when compared with the height of the existing pole. 6 The associated “antenna skirt” shall taper to meet the top of the pole if wider than the pole. WCF Design Quality Antennas and/or equipment at the top of the pole shall be covered by a single integrated shroud and “antenna skirt” designed without gaps between materials or sky visible between component surfaces and between the shroud or skirt and the top of the pole. All components external to the pole shall have an integral color or shall be painted to match the color and/or materials of the pole. Equipment shall be oriented to face in either of the directions of travel in the right of way and shall not face or extend toward private property or the curb line. WCF Equipment Adjustment For Streetlight Poles: Equipment that cannot propagate an adequate signal within the shrouding required by the standard designs shall be attached to a streetlight pole at a height of 2 feet below the light mast or higher. Each instance of such equipment shall not exceed 0.85 cubic feet, nor shall the total volume of such equipment and any shrouding exceed 2.6 cubic feet per streetlight pole. For Wood Utility Poles: Equipment that cannot propagate an adequate signal within the shrouding required by the standard designs shall be attached to the top of the pole or on a cross arm or brace protruding from the pole the minimum extent necessary to comply with safety standards, including GO 95. Such cross arm shall be placed as high on the pole as technically feasible. Each instance of such equipment shall not exceed 0.85 cubic feet nor shall the total volume of such equipment exceed 2.6 cubic feet per wood utility pole. Curb Clearances Any WCF attachments placed below 16 feet above ground level shall not be placed closer than 18 inches to the curb, nor shall they extend over the sidewalk (Caltrans Highway Design Manual Section 309). All WCF equipment shall maintain at least 3 feet from any curb cut. WCF Wires and Cabling For Streetlight Poles: All wires and cabling shall be routed entirely underground and within the pole and any attached shroud. For Wood Utility Poles: All wires and cabling to equipment shall be within the shroud or shall be within conduit. All conduit shall be mounted flush to the pole. 7 Safety Signs Safety signs shall be the smallest size possible to accomplish its purpose. Power Disconnects For Streetlight Poles: Power disconnects shall be labeled and placed in a vault near the base of the pole. For Wood Utility Poles: Power disconnects shall be labeled and placed on the wood pole or in a vault near the base of the pole. Ground Mounted Equipment Except as provided in these standards, no equipment cabinets may be placed at grade. Existing Pole Locations A WCF shall utilize an existing streetlight pole or wood utility pole location. Any new pole locations are prohibited unless approved through a City Public Works/Utilities pole placement application. WCF PERFORMANCE STANDARDS Pole Replacement For Streetlight Poles: An existing streetlight pole proposed for a WCF installation shall be replaced with a new pole.7 For Wood Utility Poles: An existing wood utility pole proposed for a WCF installation shall be replaced with a new pole.8 Landscaping Replacement Any existing landscaping removed or damaged by installation shall be replaced in kind. Landscape Screening A WCF shall be placed where existing street tree foliage or new street tree or amenity tree foliage within 35 feet of the WCF provides interruption of direct views of the WCF. 7 Replacement streetlight poles must meet the currently applicable City standards for the pole, including foundation and bolt designs, conduit separation, aluminum material, color, width, height, light mast characteristics (examples: orientation, design, height, color temperature and photometrics), and the presence/absence of decorative features. Replacement poles will conform to Public Works Department (PWD) style guidelines and Utilities-Electrical (CPAU) standards where the City has adopted standards and will match the pole being replaced where no standards exist. Standard specifications for streetlight poles in the City can be obtained from the Utilities-Electrical (CPAU) and Public Works (PWD) Departments. 8 Replacement wood utility poles must meet the currently applicable City standards for the pole, including width, height, color, material, structural capacity, and GO 95 compliance. Replacement poles shall be no greater in diameter or other cross-sectional dimension than is necessary for the proper functioning of the pole with all attachments. Existing pole functionality shall be maintained, such as in regard to electrical lines, climbing space, light masts (examples: orientation, design, height, color temperature and photometrics), and provision of communication space, unless existing functionality, such as transformers, can be relocated with the approval of the Utilities-Electrical Department (CPAU). Standard specifications for pole replacement in the City can be obtained from CPAU. For wood utility poles carrying power lines, replacement poles shall be the minimum height necessary to provide GO-95 mandated clearance between WCF equipment and power lines. 8 Noise9 Noise from a WCF shall comply with PAMC Chapter 9.10 and shall be consistent with noise-related Comprehensive Plan goals and policies. City Marketing Banners WCF installations shall not require any changes in the City’s existing banner marketing program. WCF EXCEPTIONS A WCF applicant may file an application(s) containing a request for one or more WCF Exceptions to the objective standards set forth in this resolution or any other provision of PAMC Section 18.42.110. The request for a WCF Exception(s) does not exempt a WCF from complying with other objective wireless administrative standards adopted by City Council resolution or any other provision of PAMC Section 18.42.110. Each WCF Exception request must be made at the time an application is submitted and must include both the specific provision(s) from which the exception is sought and the basis of the request, including all supporting evidence on which the applicant relies. The applicant has the burden of proving that federal law, state law, or both, compel the decision-making authority to grant the requested exception(s). The WCF Exception must satisfy the requirements of PAMC Section 18.42.110(k) and demonstrate why the standard is infeasible. Failure to identify all required WCF Exceptions upon application submittal may result in application denial. No WCF Exception may be granted that allows a WCF to be placed: 1)within 300 feet of a parcel containing a public school, 2)within 20 feet of a habitable residential building in a residential zoning district, 3)on wood utility poles within the Residential Zone of Exclusion described in this resolution, or 4)in an alley within a residential zoning district. 9 In residential areas with an average 24-hour noise level (Ldn) at or below 60 decibels (dB), noise generated by WCF equipment shall not cause the Ldn to exceed 60dB or to increase by 5.0 dB or more, even if the resulting Ldn would remain below 60 dB. In residential areas with a Ldn above 60 dB, noise generated by WCF equipment shall not cause the average to increase by 3.0 dB or more. 144.2' ' 100.1' 70.0' 144.2' 60.0' 100.1' 30.0' 100.1' 60.0'160.0' 139.1' 160.0' 7' ' '64.9' 100.0' 100.0' 64.9' 100.0' This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend 0'53' Ex h i b i t 2 WC F RZO E D I A G R A M CITY O F PALO A L TO IN C O R P O R ATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto rrivera, 2019-11-25 17:25:35 (\\cc-maps\Encompass\Admin\Personal\rrivera.mdb) ROAD CENTERLINE RZOE - central 50% of parcel's lot width 50% of 139.1 lot width = 69.55 ft RZOE - central 50%of parcel's lot width RZOE - central 50%of parcel's lot width RZOE - central 50%of parcel's lot depth 35 f t 50% of 70 ft lot width = 35 ft ROAD CENTERLINE CURB LIP PARCEL/PROPERTY LINE 30 f t 30.0' 30 f t 30 f t RZO E - c e n t r a l 50 % o f pa r c e l ' s l o t wid t h RZO E - c e n t r a l 50 % o f pa r c e l ' s l o t wi d t h RZO E - c e n t r a l 50 % o f pa r c e l ' s l o t wi d t h RO A D CE N T E R L I N E RZO E - c e n t r a l 50 % o f pa r c e l ' s l o t wi d t h Residential Zone of Exclusion (RZOE) (this standard applies to WCF Exception requests to locate in residential districts) No WCF shall be placed within the public right of way in the area between the street centerline and the central fifty percent (50%) of the immediately adjacent parcel’s front lot line. The central fifty percent standard shall be based on the parcel’s lot width. For corner lots, the central fifty percent standard along the street lot line shall be based on the parcel’s lot depth. Fr o n t S e t b a c k L i n e 139.1'100.1' 60 . 0 ' 60 . 0 ' 60 . 0 ' 70.0' 64.9'64.9' 24 24 2424 2424 24 24 2424 24 24 24 24 24 24 24 2424 24 24 24 24 24 2424 24 2424 24 24 15 24 24 1010101010 24 20 10 151515 15 15 10 10 10 1524 15 1515 15 15 24 24 24 24 20 242 4 50 30 30 50 50 24 24 25 25 25 25 25 25 25 25 50 24 24 24 50 24 50 50 50 50 30 50 50 50 25 25 25 25 25 25 25 25 25 25 24 24 50 50 5050 50 50 50 50 50 242424 24 24 24 24 25 25 25 25 25 24 24 24 2424 30 25 50 24 24 24 24 24 77 77 6 6 6 7 7 7 7 77 77 77 77 77 24 25 6 24 24 2424 2424 24 2424 24 24 24 24 24 2424 24 24 24 24 24 24 24 24 24 2424 3535 35 10 10 24 10 53 204 418 20103510 35 24 24 24 24 24 24 24 24 24 24 24 24 24 24 2424 24 24 24 30 7 7 7 17 24 30 24 24 24 30 177 7 17 7 17 30 242424 24 24 24 24 24 30 24 24 24 24 24 24 40 40 24 24 24 24 24 24 40 40 40 24 24 2424 24 24 4040 40 40 4 0 40 4040 4040 40 40 2424 24 2424 24 2424 2424242424 24 24 24 24 24 6 0 6 0 60 30 30 40 30 24 24 24 24 24 24 30 6060 6060 5050 40 40 24 24 24 24 24 242424 24 24 24 30 24 2424 24 2 4 24 24 24 30 24 24 24 30 24 24 24 24 24 24 24 2424 24 24 24 24 24 24 24 24 24 2424 24 24 24 24 24 2430 30 24 24 168 24 16 8 16 2 4 24 24 24 24 24 24 24 15 30 24 20 25 24 24 24 24 2424 24 24 24 24 24 24 24 30 24 24 20 20 24 25 25 25 25 2525 252020 25 25 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 2424 24 24 24 24 24 24 24 24 24 24 24 24 2424 24 24 24 24 24 24 24 24 2424 2424 24 24 24 2424 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 5050 5050 24 24 Special ConditionsSpe cial C onditi o ns Sp ecia l Co ndi t io ns ACK_FOR_MIXED d e las Pulg a s n d H i l l R o a d J u n i p e r o S e r r a B o u lev a r d P a ge M i l l Road A r a s t r a d e r o R o a d E l C a m i n o R e a l S a n Ant on i o A v e n u e C h a r l e s t o n R o a d O r e g o n E x p r e s s w a y M i d d l e f i e l d R o a d University Av enue e e w a y 1 0 1 A l m a S t r e e t El Camino Real A l p i n e R o a d F o o t h i l l Ex p r e s s w a y H i g h H i l l v i e w E ast B ayshor e W est B aysho re Fabian Central Expressway Sand Hill R oad E m b a r c a d e r o R o a d Fa b i a n W a y Newell Rd California St Latham St Cl Pu Middle Ave W elch Coyote H i l l Rd Hansen Way Matadero Ave Lo m a V erde A ve C olorado Ave Park Blvd Birch N. California Ave Amaranta El Ca m in o W a y Lytton Ave Hamilton Ave Homer Ave Channing Ave Channing Ave Guinda Stanford Av e Waverley St. Churchill Ave tPeer C ou t ts S e r r a S t Arboretum Galvez P a r k B lvd Amphi thea t r e P k w y Charleston RdAl ma St Los A ltos A ve Hil lvi ew Ave Old Page Mi ll R d o l d e n O va ntesR d This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend Residential Zone Districts Non- Residential Zone Districts Public Facilities/Open Space Zone Districts Special Setback Frontages Local Collector Residential Arterial Arterial Expressway City Jurisdictional Limits 0'2670' Ex h i b i t 3 Ro a d N e t w o r k a n d S p e c i a l S e t b a c k s wi t h R e s i d e n t i a l , C o m m e r c i a l , an d Pu b l i c F a c i l i t i e s Z o n i n g D i s t r i c t s v. 2 0 1 9 1 1 2 5 CITY O F PALO A L TO IN C O R P O R ATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto rrivera, 2019-11-25 13:00:40 (\\cc-maps\Encompass\Admin\Personal\rrivera.mdb) CITY OF PALO ALTO CITY COUNCIL FINAL ACTION MINUTES Page 1 of 7 Special Meeting April 15, 2019 The City Council of the City of Palo Alto met on this date in the Council Chambers at 5:04 P.M. Present: Cormack, DuBois, Filseth, Fine, Kniss, Kou, Tanaka arrived at 5:21 P.M. Absent: Study Session 1. Annual Earth Day Report Study Session. NO ACTION TAKEN Agenda Changes, Additions and Deletions None. Minutes Approval 2. Approval of Action Minutes for the April 1, 2019 Council Meeting. MOTION: Council Member Kniss moved, seconded by Vice Mayor Fine to approve the Action Minutes for the April 1, 2019 Council Meeting. MOTION PASSED: 7-0 Consent Calendar MOTION: Council Member Kniss moved, seconded by Mayor Filseth to pull Agenda Item Number 5- “Approval and Authorization for the City Manager or his Designee to Execute Utility Program Services Contract…” to be heard on April 22, 2019. MOTION PASSED: 7-0 MOTION: Council Member DuBois moved, seconded by Council Member Kou, third by Council Member Cormack to pull Agenda Item Number 4- “Selection of Applicants to Interview on April 29, 2019 for one Position on FINAL ACTION MINUTES Page 2 of 7 Sp. City Council Meeting Final Action Minutes: 04/15/2019 the Architectural Review Board…” to be heard tonight as Agenda Item Number 5A. MOTION: Vice Mayor Fine moved, seconded by Mayor Filseth to approve Agenda Item Number 3. 3. Approval of a Professional Services Agreement With Professional Meters, Inc. in the Amount of $483,722 Over a 12-Month Period to Perform a Comprehensive Utility Meter Field Survey of all Electric, Gas, and Water Meters in the Field, Including $48,372 for Additional Services, for a Total Not-to-Exceed Amount of $532,094; and Approval of Budget Amendments in the Electric Fund, Gas Fund, and Water Fund. 4. Selection of Applicants to Interview on April 29, 2019 for one Position on the Architectural Review Board, two Positions on the Human Relations Commission, two Positions on the Library Advisory Commission, Three Positions on the Storm Water Management Oversight Committee, and Four Positions on the Utilities Advisory Commission. 5. Approval and Authorization for the City Manager or his Designee to Execute Utility Program Services Contract Number C19171513 With CLEAResult Consulting, Inc. for a Total Compensation of $737,000 and a Maximum Term of Five Years. MOTION PASSED FOR AGENDA ITEM NUMBER 3: 7-0 Action Items 5A. (Former Agenda Item Number 4) Selection of Applicants to Interview on April 29, 2019 for one Position on the Architectural Review Board, two Positions on the Human Relations Commission, two Positions on the Library Advisory Commission, Three Positions on the Storm Water Management Oversight Committee, and Four Positions on the Utilities Advisory Commission. MOTION: Council Member DuBois moved, seconded by Council Member Kou to: A. Interview all applicants, excluding the candidate for the Architectural Review Board (ARB); and B. Re-open the recruitment for the Architectural Review Board. MOTION PASSED: 7-0 FINAL ACTION MINUTES Page 3 of 7 Sp. City Council Meeting Final Action Minutes: 04/15/2019 6. PUBLIC HEARING / QUASI-JUDICIAL: 190 Channing Avenue [18PLN-00274]: Request for Approval of a Vesting Tentative Map to Allow for Four Residential Condominium Units and two Office Units on One Parcel. Environmental Assessment: The Project is Exempt From the California Environmental Quality Act (CEQA) in Accordance With CEQA Guidelines Section 15315 (Minor Land Divisions). Zoning District: RT-35 SOFA II CAP (Residential Transition). Public Hearing opened at 6:40 P.M. Public Hearing closed at 6:43 P.M. MOTION: Council Member Kniss moved, seconded by Council Member DuBois to: A. Find the project is exempt from the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15315, Minor Land Divisions; and B. Approve the Vesting Tentative Map based on findings and subject to conditions of approval in the Draft Record of Land Use Action (RLUA). MOTION PASSED: 7-0 Council took a break at 6:49 P.M. and returned at 7:17 P.M. 7. PUBLIC HEARING: Adoption of an Ordinance Amending Section 18.42.110 (Wireless Communication Facilities) of Chapter 18.42 (Standards for Special Uses) of Title 18 (Zoning) of the Palo Alto Municipal Code (PAMC) to Update the Code to Reflect Recently Adopted Federal Communications Commission (FCC) Regulations. The Planning and Transportation Commission Recommended Approval of the Ordinance With Minor Modifications on March 27, 2019 (6-0 Roohparvar absent); and Adoption of a Resolution 9825 Entitled “Adopting Objective Aesthetic and Related Standards for Streetlight and Wood Utility Poles in the Public Rights of Way. Environmental Assessment: This Ordinance and Resolution are Exempt From Environmental Review Under the California Environmental Quality Act (CEQA) Guidelines Sections 15061(b)(3) and 15305.” Public Hearing opened at 7:38 P.M. Public Hearing closed at 8:40 P.M. MOTION: Council Member DuBois moved, seconded by Council Member Kniss to: FINAL ACTION MINUTES Page 4 of 7 Sp. City Council Meeting Final Action Minutes: 04/15/2019 A. Adopt the Staff recommendation to approve the Resolution and an interim Ordinance; B. Direct Staff to come back as soon as possible, but no more than six months, with an updated Ordinance that includes: i. An explicit hierarchy of preferred location and preferred type of installation. Applicants must use most preferred solution unless demonstrated to be infeasible. Preferred hierarchy should include: a. by zoning type; b. local context including characteristics such as visibility, street size and type, and existing foliage; c. by installation type; d. a clear definition infeasibility as suggested in the Staff Report; ii. Define objective standards for underground vaults and for buildings; iii. Create list of city-owned buildings that would be appropriate sites; iv. Identify any private buildings that are appropriate sites in the midst of residential neighborhoods and approach for willingness to be on recommended list; v. Architectural Review Board (ARB) and Staff to have workshop to create additional acceptable Wireless Communications Facilities (WCF) designs such as integrated street pole approaches; vi. Propose recommended distances from homes and schools and between installations to preserve aesthetics; vii. Add a maintenance clause that includes damage, changes to appearance, paint, graffiti, rust, etc.; viii. Strengthen the Replacement/Upgrade clause to include that replacement will be evaluated, at a minimum, when repairs are being made or a unit is being upgraded; ix. Specify a higher price for street poles if FCC regulations are invalidate; and C. Review the effectiveness of the Ordinance in one year with Council. FINAL ACTION MINUTES Page 5 of 7 Sp. City Council Meeting Final Action Minutes: 04/15/2019 INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to remove from the Motion Parts B. ii., B. iv., B. v., B. vii., B. viii., and B. ix. MOTION AS AMENDED RESTATED: Council Member DuBois moved, seconded by Council Member Kniss to: A. Adopt the Staff recommendation to approve the Resolution and an interim Ordinance; B. Direct Staff to come back as soon as possible, but no more than six months, with an updated Ordinance that includes: i. An explicit hierarchy of preferred location and preferred type of installation. Applicants must use most preferred solution unless demonstrated to be infeasible. Preferred hierarchy should include: a. by zoning type; b. local context including characteristics such as visibility, street size and type, and existing foliage; c. by installation type; d. a clear definition infeasibility as suggested in the Staff Report; ii. Create list of city-owned buildings that would be appropriate sites; iii. Propose recommended distances from homes and schools and between installations to preserve aesthetics; C. Review the effectiveness of the Ordinance in one year with Council. AMENDMENT: Council Member Kou moved, seconded by Council Member DuBois to return to Council within six months with best practices regarding inspections of antennas. AMENDMENT PASSED: 5-1 Kniss no, Tanaka absent INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion “Direct Staff to do federal legislative advocacy related to wireless facilities regulations.” INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to make the word “hierarchy” plural in the Motion Part B. i. FINAL ACTION MINUTES Page 6 of 7 Sp. City Council Meeting Final Action Minutes: 04/15/2019 AMENDMENT: Vice Mayor Fine moved, seconded by Mayor Filseth to amend the timeline to return to Council within one year. AMENDMENT PASSED: 4-2 DuBois, Kou no, Tanaka absent INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to remove from the Motion Part A the word “interim,” and change the Motion Part B to state “…an updated Ordinance/Resolution that considers.” MOTION AS AMENDED RESTATED: Council Member DuBois moved, seconded by Council Member Kniss to: A. Adopt Staff recommendation to approve the Resolution and Ordinance; B. Direct Staff to come back as soon as possible, but no more than one year, with an updated Ordinance/Resolution that considers: i. Explicit hierarchies of preferred location and preferred type of installation. Applicants must use most preferred solution unless demonstrated to be infeasible. Preferred hierarchies should include: a. by zoning type; b. local context including characteristics such as visibility, street size and type, and existing foliage; c. by installation type; d. a clear definition infeasibility as suggested in Staff Report; ii. Create list of city-owned buildings that would be appropriate sites; iii. Propose recommended distances from homes and schools and between installations to preserve aesthetics; iv. Return to Council within one year with best practices regarding inspections of antennas; C. Review the effectiveness of the Ordinance in one year with Council; and D. Direct Staff to do federal legislative advocacy related to wireless facilities regulations. FINAL ACTION MINUTES Page 7 of 7 Sp. City Council Meeting Final Action Minutes: 04/15/2019 MOTION AS AMENDED PASSED: 6-0 Tanaka absent State/Federal Legislation Update/Action Council took a break at 10:12 P.M. and returned at 10:21 P.M. 8. Colleagues Memo on the Santa Clara County Cities Association’s Position on Housing in Relation to State Legislative Initiatives. MOTION: Mayor Filseth moved, seconded by Council Member Kou to: A. Support the Santa Clara County Cities Association’s Position Paper on housing; and B. Communicate accordingly on legislation unless specified. MOTION PASSED: 4-2 Fine, Kniss no, Tanaka absent Adjournment: The meeting was adjourned at 11:07 P.M. City of Palo Alto (ID # 10804) City Council Staff Report Report Type: Action Items Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: 4115 El Camino Real: Tentative Condo Map Title: PUBLIC HEARING / QUASI-JUDICIAL: 4115 El Camino Real [18PLN- 00238]: Approval of a one lot Tentative Map to Divide an Existing 0.36 Acre Parcel Into Seven Residential Condominiums and two Commercial and two Office Condominiums. Environmental Assessment: Mitigated Negative Declaration Adopted by the Director of Planning & Development Services on January 7, 2019. Zoning District: CN (Neighborhood Commercial) From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends City Council take the following action(s): 1. Approve the Tentative Map for nine condominium units and adopt the attached Record of Land Use Action (RLUA, Attachment B). The Director approved an Initial Study- Mitigated Negative Declaration for the development project on January 7, 2019. Background The proposed project subdivides a single 0.36-acre parcel into nine “airspace” condominiums. The map is associated with a development project approved in January 2019 (ARB Application 17PLN-00280). The approved project is the demolition of an existing building (in use as a restaurant, Pizza Chicago) and construction of a three-story, mixed use building (Attachment F). The building will contain 16,725 square feet (sf) of floor area. Two commercial condominium units are proposed within 7,848 sf; one ground floor retail space and one second floor office space. Seven residential condominium units are proposed; four on the second floor and three on the third floor. One of the seven dwellings will be a Below Market Rate (BMR) unit. Approval of the subdivision request would allow for private ownership of each unit. The proposed map conforms to the Initial Study and Mitigated Negative Declaration prepared for the approved development (application 17PLN-00280). The Planning and Transportation Commission (PTC) has recommended the City Council approve the Tentative Map. At the time of this report’s City of Palo Alto Page 2 drafting, the final minutes of the PTC meeting were not available; draft minutes with an excerpt for this item are attached as Attachment G. The Architectural Review Board (ARB) reviewed and recommended approval of the mixed-use building in December 2018 (File No. 17PLN-00280). Links to the November 13, 2019 PTC staff report and video, and minutes and a video of the December 6, 2018 ARB are provided below; the PTC report includes links to the ARB staff reports1). The planning and development services director approved the architectural review application for the mixed-use building in January 2019 (see attached approval letter,). Discussion The Tentative Map for condominium purposes creates two condominium units for ground floor retail/commercial and second floor office uses. The map also creates seven residential condominium units on the second and third floors. The building includes a basement garage providing the required parking spaces for the uses. The non-residential units and residential units will be individually owned. The land and improvements will be held in common ownership. The project is consistent with the approved Architectural Review application. Attachment C provides a summary of the map’s compliance with the Commercial Neighborhood (CN) zone standards. The ARB staff reports provided summaries of the building’s compliance with the CN zone development standards. The Comprehensive Plan land use designation for the project site is Neighborhood Commercial (CN). The Neighborhood Commercial designation is intended to create and maintain neighborhood shopping areas. The primary uses are retail sales, personal service, eating and drinking, and office uses of moderate size serving the immediate neighborhood. The regulations are intended to assure maximum compatibility with surrounding residential areas. The subject property is identified in the Housing Element as a housing inventory site with a realistic capacity of seven housing units. The proposal for seven residential condominium units, including a BMR unit, plus two commercial units, is consistent with several Comprehensive Plan Goals and Policies. This consistency is further described in Attachment B. Consistency with Application Findings The necessary Tentative Map approval findings are contained in State law and incorporated into Title 21 of the City’s Municipal Code. Attachment B to this report provides a detailed review of the proposed map’s consistency with applicable Title 21 findings. Under the 1 https://www.cityofpaloalto.org/civicax/filebank/documents/74016 (PTC report November 13, 2019) https://midpenmedia.org/planning-transportation-commission-63-11132019/ (PTC video November 13, 2019) https://www.cityofpaloalto.org/civicax/filebank/documents/68346 (minutes of 12/6/18 ARB meeting) https://midpenmedia.org/architectural-review-board-74-1262018/ (video of 12/6/18 ARB meeting) City of Palo Alto Page 3 Subdivision Map Act, the PTC and Council must make a series of “reverse” findings to justify approval. If the Council cannot make these findings, the subdivision must be approved. Under Government Code Section 66474, the Tentative Map must be denied if Council makes any of the following findings: a)That the proposed map is not consistent with applicable general and specific plans. b)That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans. c)That the site is not physically suitable for the type of development. d)That the site is not physically suitable for the proposed density of development. e)That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. f)That the design of the subdivision or type of improvements is likely to cause serious public health problems. g)That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. Multi-Modal Access & Parking The proposed map is consistent with the previous Architectural Review (AR) application approval and implements several of the AR approval conditions. During that process, the applicant proposed public access on their property between El Camino Way and El Camino Real through the project’s breezeway. To memorialize this, a condition of approval required the applicant to provide an access agreement to the City specifying hours of access that is to the mutual satisfaction between the City and the owners of the property. The applicant submitted this agreement in the form of an easement for the City’s consideration. The required public access easement documentation is included as Attachment D. The below-grade garage will be held in common ownership for use by all condominium owners. Parking areas will be allocated as described in the Declaration of Covenants, Conditions and Restrictions (CC&Rs). Of the 47 approved, on-site parking spaces, 11 spaces (four garage spaces and seven mechanical parking stacker spaces) are allocated to the residential units. Twelve parking stacker spaces are allocated for the office uses. Twenty-four standard spaces are allocated to the retail use. The parking garage would remain open between 8am and 9pm daily to enable retail customer access to these spaces. Affordable Housing The project is subject to PAMC 16.65 (Citywide Affordable Housing Requirements). New for-sale housing developments are required to provide at least 15% of the units as below market rate (BMR) units. Pursuant to this section, the project is required to provide 1.05 “for-sale” dwelling units to those making 80 to 100 percent of the Santa Clara County median income (low income City of Palo Alto Page 4 unit). Because the requirement would result in a fractional unit, the developer will provide one affordable unit and make a cash payment to the City’s Residential Housing Fund to meet the remaining requirement. The 99-year term to maintain the affordability of the BMR unit is set forth in the draft BMR agreement, currently in process. The BMR agreement would be completed prior to Council approval of the ‘final’ condominium map for this subdivision. Stakeholder Engagement The Palo Alto Municipal Code requires notice of this public hearing be published in a local paper and mailed to owners and occupants of property within 600 feet of the subject property at least ten days in advance. Public Comments As of the writing of this report, no map-related, public comments were received. During the first ARB hearing, there was a comment from the public regarding parking, however, the project is consistent the City’s parking requirements. No further public comment was made at the second ARB hearing or the PTC hearing for the map. Environmental Review Staff assessed this mixed-use development project in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. The map application or ‘project’ is covered by the Initial Study and Mitigated Negative Declaration associated with AR 17PLN-00280, approved on January 7, 2019. The Mitigation Monitoring and Reporting Program (MMRP) is provided in Attachment E. In summary, these are mitigation measures for nesting birds, accidental discovery of archaeological and paleontological artifacts, geotechnical considerations, and construction related noise and vibration reduction. Attachments: Attachment A: Location Map Attachment B: Record of Land Use Action Attachment C: Zoning Comparison Table Attachment D: Breezeway Access Easement Attachment E: Project Plans and CEQA Attachment F: Director's Approval Letter, Mixed Use Building at 4115 ECR Attachment G: Draft Excerpt Minutes PTC 11/13/2019 Page 1 of 7 ATTACHMENT B ACTION NO. 2019-_____ DRAFT RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 4115 EL CAMINO REAL: TENTATIVE MAP, 18PLN-00238 (Bill Wu, APPLICANT) At its meeting on December 16, 2019, the City Council of the City of Palo Alto (“City Council”) approved the Tentative Map for the development of a one-lot subdivision project making the following findings, determinations and declarations: SECTION 1. Background. A. On July 20, 2018, Naresh Krishnamoorti applied for a Tentative Map and on March 11, 2019, due to an ownership change, Bill Wu became the applicant of record. The project includes a Tentative Map for the development of a one parcel condominium subdivision project with seven residential units and four commercial spaces totaling 7,848 square feet of commercial space (“Project”). B. The Project site is comprised of one existing lot (APN No. 132-46-100) of approximately 0.36-acres zoned CN. The site contains one existing commercial structure. Commercial land uses are located adjacent to the lot to the north; place of worship to the west; multi-family to the east and south. C. Following staff review, the Planning and Transportation Commission reviewed the Project and recommended approval on November 13, 2019, subject to conditions of approval. SECTION 2. Environmental Review. The City as the lead agency for the Project has determined that the project is subject to environmental review under provisions of the California Environmental Quality Act (CEQA) under Guideline section 15070, Decision to Prepare an Initial Study-Mitigated Negative Declaration (IS- MND). An initial study was prepared for the project and it has been determined that there is potential for significant impacts that would require mitigation measures to reduce them to a less than significant level. These include mitigations for protection for nesting birds, cultural resources in the event of discovery, geotechnical for expansive soils, and construction noise. The IS-MND was made available for public review beginning November 30, 2018 and ended on January 2, 2019 and approved by the Director of Planning & Development Services on January 7, 2019. The Initial Study and Negative Declaration are contained as Attachment G in the December 6, 2018, ARB staff report (ID #9800). SECTION 3. Tentative Map Findings. A legislative body of a city shall deny approval of a tentative map, if it makes any of the following findings (California Government Code Section 66474). The City Council cannot make these findings for the following reasons: Page 2 of 7 1. That the proposed map is not consistent with applicable general and specific plans as specified in Section 65451: The site is consistent with the Comprehensive Plan as described below. 2. That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans: The Project is consistent with the following Comprehensive Plan policies: • Goal L-1: A compact and resilient city providing residents and visitors with attractive neighborhoods, work places, shopping districts, public facilities and open spaces. • Policy L-1.3: Infill development in the urban service area should be compatible with its surroundings and the overall scale and character of the city to ensure a compact, efficient development pattern. • Policy L-1.4: Commit to creating an inventory of below market rate housing for purchase and rental. • Goal L-2. An enhanced sense of “community” with development designed to foster public life, meet citywide needs and embrace the principles of sustainability. • Policy L-2.2: Enhance connections between commercial and mixed use centers and the surrounding residential neighborhoods by promoting walkable and bikeable connections and a diverse range of retail and services that caters to the daily needs of residents. • Policy L-2.6: Create opportunities for new mixed use development consisting of housing and retail. • Goal B-6: Attractive, vibrant retail centers, each with a mix of uses and a distinctive character. • Policy B-6.5: Strengthen the commercial viability of businesses along the El Camino Real corridor by, for example, encouraging the development of well-designed retail, professional services and housing. The project includes a mixed-use building with frontage along El Camino Real with at-grade parking in the rear along El Camino Way and below-grade parking. The project complements the surrounding development and is consistent with the land-use designations for the property. The project was reviewed by the ARB previously for design review. 3. That the site is not physically suitable for the type of development: The site is a through-lot with street frontages in the front and the rear. The project is consistent with the City’s Performance Standards set forth in Palo Alto Municipal Code (PAMC) 18.23, ensuring Page 3 of 7 compatibility between commercial and residential uses. Proposed lighting is directed downward to prevent spillover to adjacent properties. Trash enclosures are located at grade level of the project. The site circulation facilitates access for all modes of transportation. The project includes short-term and long-term bike parking. The project will include a pedestrian access breezeway to connect El Camino Way and El Camino Real. 4. That the site is not physically suitable for the proposed density of development: The allowed residential density for the site is up to 20 dwelling units per acre, which based on the project site acreage amounts to seven dwelling units that would be allowed. The project is consistent with the maximum Floor Area Ratio and does qualify for an affordable housing density bonus. The density bonus floor area is applied to the below-market-rate units in accordance with the City’s Municipal Code. 5. That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat: As conditioned in the Final IS-MND approved by the Director of Planning & Development Services on January 7, 2019, the Project will not cause environmental damage or injure fish, wildlife, or their habitat, in that property is not adjacent to sensitive habitat areas and would incorporate mitigation measures to reduce impacts to a less than significant level. 6. That the design of the subdivision or type of improvements is likely to cause serious public health problems: An environmental analysis identifies potentially significant impacts related to the associated development project’s improvements that would require mitigation measures to reduce them to a less than significant level. These include mitigations as reported in the Final IS- MND approved by the Director of Planning & Development Services on January 7, 2019. 7. That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the governing body may approve a map if it finds that alternate easements, for access or for use, will be provided, and that these will be substantially equivalent to ones previously acquired by the public. This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the proposed subdivision. The design of the subdivision will not conflict with any easements for access through or use of the property. An access easement will be in effect for pedestrian access between El Camino Way and El Camino Real. Page 4 of 7 SECTION 4. Tentative Map Approval Granted. Vesting Tentative Map Approval is filed and processed in accordance to PAMC Chapter 21.12 and granted by the City Council under PAMC Chapters 21.12 and 21.20 and the California Government Code Section 66474, subject to the conditions of approval in Section 6 of this Record. SECTION 5. Final Map. The Final Map submitted for review and approval by the City Council shall be in substantial conformance with the Tentative Map prepared by Lea & Braze Engineering, Inc. titled “Tentative Map For Condominium Purposes,” consisting of 16 pages, stamped as received January 28, 2019, except as modified to incorporate the conditions of approval in Section 6. A copy of the Tentative Map is on file in the Department of Planning Development Services, Current Planning Division. Prior to the expiration of the Tentative Map approval, the subdivider shall cause the subdivision or any part thereof to be surveyed, and a Final Map, as specified in PAMC Chapter 21.08, to be prepared in conformance with the Tentative Map as conditionally approved, and in compliance with the provisions of the Subdivision Map Act and PAMC Title 21 and submitted to the City Engineer (PAMC Section 21.16.010[a]). SECTION 6. Conditions of Approval. Planning Division 1. MITIGATION MONITORING AND REPORTING PROGRAM. Mitigation Monitoring and Reporting Program (MMRP), prepared for this project in compliance with the California Environmental Quality Act (CEQA), shall be incorporated by reference as conditions of approval. The applicant shall comply with all specified mitigation measures in the timelines outlined in the project’s MMRP. Prior to requesting issuance of any related demolition and/or construction permits, the applicant shall meet with the Project Planner to review and ensure compliance with the MMRP, subject to the satisfaction of the Director of Planning and Community Environment. 2. BELOW MARKET RATE (BMR) HOUSING REQUIREMENT: This project’s total BMR requirement is 1.05 units. When the BMR requirement results in a fractional unit, an in-lieu payment to the Residential Housing Fund may be made for the fractional unit instead of providing an actual BMR unit, except that larger projects of 30 or more units must provide a whole BMR unit for any fractional unit of one-half (0.50) or larger. To satisfy this requirement, the applicant shall provide one (1) BMR for-sale housing unit affordable to households making 80 to 100 percent of the Santa Clara County median income within the project in accordance with the requirements set forth in Program H3.1.2 of the City of Palo Alto Comprehensive Plan, Chapter 16.65 of the Palo Alto Municipal Code, and the BMR Program rules and regulations. The applicant shall also provide in lieu payment as specified in Section 16.65.060. The fractional in-lieu fee shall be paid prior to issuance of any building permits for the project; provided, however, that prior to issuance of the first building Page 5 of 7 permit for the project, the applicant may elect to provide one additional inclusionary unit instead of paying the fractional in lieu payment. 3. AFFORDABLE HOUSING PLAN AND AGREEMENT. All BMR units constructed under this condition shall be in conformance with the City’s BMR Program rules and regulations. A BMR Agreement in a form acceptable to the City Attorney for the 1.05 BMR units shall be executed and recorded prior to final map approval or building permit issuance, whichever occurs first. Failure to comply with the timing of this condition and any adopted BMR Program rules and regulations shall not waive its later enforcement. (PAMC 16.65.090) The applicant is hereby notified, as required by Government Code § 66020, that the approved plans, these conditions of approval, and the adopted City fee schedule set forth in Program H3.1.2 of the City of Palo Alto Comprehensive Plan constitute written notice of the description of the dedications, reservations, amount of fees and other exactions related to the project. As of the date of project approval, the 90-day period has begun in which the applicant may protest any dedications, reservations, fees or other exactions imposed by the City. Failure to file a protest in compliance with all of the requirements of Government Code § 66020 will result in a legal bar to challenging the dedications, reservations, fees or other exactions. 4. ESTIMATED IMPACT FEE. Development Impact Fees, currently estimated in the amount of $248,628.62 plus the applicable public art fee, per PAMC 16.61.040, shall be paid prior to the issuance of the related building permit. This is in addition to the required affordable housing in-lieu fee, noted above. 5. IMPACT FEE 90-DAY PROTEST PERIOD. California Government Code Section 66020 provides that a project applicant who desires to protest the fees, dedications, reservations, or other exactions imposed on a development project must initiate the protest at the time the development project is approved or conditionally approved or within ninety (90) days after the date that fees, dedications, reservations or exactions are imposed on the Project. Additionally, procedural requirements for protesting these development fees, dedications, reservations and exactions are set forth in Government Code Section 66020. IF YOU FAIL TO INITIATE A PROTEST WITHIN THE 90-DAY PERIOD OR FOLLOW THE PROTEST PROCEDURES DESCRIBED IN GOVERNMENT CODE SECTION 66020, YOU WILL BE BARRED FROM CHALLENGING THE VALIDITY OR REASONABLENESS OF THE FEES, DEDICATIONS, RESERVATIONS, AND EXACTIONS. If these requirements constitute fees, taxes, assessments, dedications, reservations, or other exactions as specified in Government Code Sections 66020(a) or 66021, this is to provide notification that, as of the date of this notice, the 90- day period has begun in which you may protest these requirements. This matter is subject to the California Code of Civil Procedures (CCP) Section 1094.5; the time by which judicial review must be sought is governed by CCP Section 1094.6. Public Works Engineering Department Page 6 of 7 6. Subdivider shall prepare and submit documents per PAMC 21.16.020 along with the Final Map. 7. Off-site improvements such as curb and gutter, sidewalk replacement, street tree replacement and/or new street trees, street lights, utility upgrades or street resurfacing, striping are typically required with subdivisions. Since the proposed project is a subdivision, applicant shall be aware that off-site improvements such as those listed above will be required. At a minimum, applicant shall provide an Off-site improvement Plan set that show new curb, gutter and sidewalk along the project frontages to be removed and replaced, full street width resurfacing (grind and overlay) will be required, new street trees, striping, all off-site utility upgrades. Applicant shall meet with City’s Urban Forestry division to evaluate if a new street tree can be planted along the project frontages. 8. Provide closure calculations and stamped and signed cost estimate for the off-site improvements described above. 9. Subdivision Improvement Agreement is required to secure compliance with condition of approval and security of improvements onsite and offsite per PAMC Section 21.16.220. 10. The Final Map shall include CITY ENGINEER STATEMENT, CITY SURVEYOR STATEMENT, BENEFICIARY STATEMENT, DIRECTOR OF PLANNING AND COMMUNITY ENVIRONMENT STATEMENT and CITY CLERK. Please note, it has come to PWE attention that the City Engineer’s Statement on maps moving forward needs to be updated to have the following phrase removed “AND I AM SATISFIED THAT SAID MAP IS TECHNICALLY CORRECT”. Please ensure City Engineer’s statement does not include this wording. 11. The City of Palo Alto does not currently have a City Surveyor on staff and has retained the services of Siegfried Engineering to review and provide approval on behalf of the City. Siegfried will be reviewing, signing and stamping the Final Map associated with the project. In effort to employ the services of Siegfried Engineering, and as part of the City’s cost recovery measures, the applicant is required to provide payment to cover the cost of Siegfried Engineering’s review. City’s Public Works Department intends to forward the Final Map to Siegfried for an initial preliminary review of the documents. Siegfried will then provide a review cost amount based on the complexity of the project and the information shown on the document. Public Works will share this information with the applicant once received and ask that applicant return a copy acknowledging the amount. Applicant may then provide a check for this amount as payment for the review cost. The City must receive payment prior to beginning the final review process. 12. Provide electronic copies of the documents provided. Page 7 of 7 PRIOR TO FINAL MAP RECORDATION 13. Submit wet signed and stamped mylar copy of the Final Map to the Public Works for signature. Map shall be signed by Owner, Notary and Surveyor prior to formal submittal. 14. Signed Subdivision Improvement Agreement and Security Bonds as described per PAMC 21.16.230. PRIOR TO ISSUANCE OF A BUILDING PERMIT OR GRADING AND EXCAVATION PERMIT 15. Final Map shall be recorded with County Recorder. SECTION 7. Term of Approval. Tentative Map. All conditions of approval of the Tentative Map shall be fulfilled prior to approval of a Final Map (PAMC Section 21.16.010[c]). Unless a Final Map is filed, and all conditions of approval are fulfilled within a two-year period from the date of Tentative Map approval, the Tentative Map shall expire and all proceedings shall terminate. An extension of time may be granted by the city council after recommendation of the planning commission, upon the written application of the subdivider, prior to the expiration of the Tentative Map approval, or any previous extension granted. Such extension(s) shall be subject to the maximum limitations set forth in the Subdivision Map Act. PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: _________________________ ____________________________ City Clerk Director of Planning and Development Services APPROVED AS TO FORM: ___________________________ Deputy City Attorney PLANS AND DRAWINGS REFERENCED: Those plans prepared by Lea & Braze Engineering, Inc. titled “Tentative Map for Condominium Purposes” consisting of 16 pages, stamped, January 28, 2019. ATTACHMENT C ZONING COMPARISON TABLE 4115 El Camino Real, File No. 18PLN-00238 Map for Condominium Purposes Table 1: COMPARISON WITH CHAPTER 18.16 (CN) DISTRICT) Regulation Required Existing Proposed Minimum/Maximum Site Area (1) none 15,696 sf (0.36 acres) No change Minimum/Maximum Site Width (1) (2n none 99.99’ No change Minimum/Maximum Site Depth none 136.54” to 178.04’ No change (1) No parking or loading space, whether required or optional, shall be located in the first 10 feet adjoining the street property line of any required yard. C:\Users\Sheldon\Box\Company Shared Folder\City Folder\Palo Alto\Projects\4115 EL CAMINO REAL\Subdivision\PTC\4115 EL CAMINO BREEZEWAY ACCESS EASEMENT FORM ayedit-DMVREVIEW3.docx 1. RECORDED AT THE REQUEST OF: The City of Palo Alto WHEN RECORDED RETURN TO: The City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 EASEMENT AGREEMENT FOR PUBLIC PEDESTRIAN ACCESS APN 023-041-09 THIS EASEMENT AGREEMENT FOR PUBLIC PEDESTRIAN ACCESS ("Breezeway Easement Agreement”) is made as an easement in gross by and between Y & J Michele Way, LLC, a California limited liability company, as "Grantor" and the City of Palo Alto, a municipal corporation as “Grantee”, as of _______________, 2019 with respect to the real property described herein as: All of that certain real property situated in the City of Palo Alto, Santa Clara County, State of California, described on Exhibit “A” attached hereto and incorporated herein by this reference (the “Servient Estate”) NOW, THEREFORE, in consideration of the mutual covenants and declarations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, Grantor now grants to Grantee the easement and right herein stated for access over and area of the Servient Estate for use of a breezeway pedestrian walkway for access by the public to and from El Camino Real and El Camino Way, which shall exist and endure for the benefit of Grantee and the public as hereinafter provided, over and across the Breezeway Easement Area within the Servient Estate for the term stated in this Breezeway Easement Agreement, subject to the terms and conditions stated in this Breezeway Easement Agreement being kept and fulfilled. 1. Creation of Easements. There is hereby established and granted in favor of Grantee and the public over and across, those portions of the Servient Estate shown on Exhibit “B” attached hereto as the Breezeway Easement Area as a non-exclusive easement in gross for the purpose of use as a breezeway pedestrian walkway to be constructed by Grantor (“Breezeway Access Easement Area”) for Grantee and the general public for the term herein stated. Such rights of access shall be limited only to the Breezeway Access Easement Area as herein provided, and no other areas of the Servient Property. 2. Duration of Easement. The easements herein granted shall be perpetual until such time as Grantee terminates or abandons such easements by written instrument. 3. Use of Easement Area. The Breezeway Access Easement Area and all improvements installed and located therein may be used by the Grantee for public pedestrian access purposes for use by City, for public use as stated in Paragraph 4 of this Breezeway Easement Agreement. Limitations on Use of Easement. The Grantor or its successors and assigns, including any common interest development association that operates the common areas of the Servient Property may establish reasonable limitations on the timing and extent of use of the easements and rights granted or created herein as the Breezeway Access Easement Area subject to reasonable approval of the City. Notwithstanding the foregoing, unless the City agrees in writing otherwise, the Breezeway Access Easement Area shall be open to and for public use for access to and from El Camino Real to El Camino Way only from the hours of 7:00 a.m. to 9:00 p.m., daily. Grantor and its successors in interest in and to the Servient Property may install lockable gates at the entrances to the Breezeway Access Easement Area to prevent access at hours other than the specified public use hours in the preceding sentence. Grantor and its successors in interest shall install and maintain signage at the entranceways to the Breezeway Access Easement Area, including on any gates, providing reasonable notice to the public that the area is open for public use and access 7:00 a.m. to 9:00 p.m. daily. C:\Users\Sheldon\Box\Company Shared Folder\City Folder\Palo Alto\Projects\4115 EL CAMINO REAL\Subdivision\PTC\4115 EL CAMINO BREEZEWAY ACCESS EASEMENT FORM ayedit-DMVREVIEW3.docx 2. 4. Construction of Breezeway Access Easement. Grantor shall construct the improvements that constitute the Breezeway Access Easement in accordance with the project plans as approved by the City at Grantor’s sole cost and expense, with the understanding that all such improvements shall be undertaken in accordance with the approved design and permit thereof, in a reasonable and prudent manner. All construction and installation of improvements hereunder shall be at no cost or expense to Grantee and shall be undertaken consistent in all material respects with the approved plans and City inspection requirements. 5. Maintenance of Breezeway Access Easement Area. The Grantor shall be responsible for general maintenance and repair of the improvements that constitute the Breezeway Access Easement during the term of this Breezeway Access Easement Agreement in a reasonable and prudent manner consistent with the City standards and at its sole cost and expense. If Grantor or its successors, assigns, contractors or invitees cause any damage to the Breezeway Access Easement Area, Grantor shall repair the Breezeway Access Easement Area within a reasonable time at its sole cost. Upon formation of a common interest development association that operates the common areas of the Servient Property the obligations of Grantor hereunder shall be deemed to have been assigned by Grantor to such a common interest development association which shall be obligated to assume and undertake such obligations for general maintenance and repair of the improvements that constitute the Breezeway Access Easement during the term of this Breezeway Access Easement Agreement. Grantee shall not bear any responsibility for the maintenance or repair of the Breezeway Access Easement improvements. 6. Easement in Gross. The easements and rights granted or created herein as the Easement Areas shall be an easement in gross for the use and benefit of Grantee and for the general public as a public access easement, and cannot be transferred, assigned, or encumbered. 7. Rights-Servient Estate Owner. The owner of the Servient Estate hereunder shall have the right to use the Servient Estate in any manner which is not inconsistent with this grant of easement hereby granted to the Grantee, which does not materially interfere with the easement rights hereunder granted to the Grantee. However, if Grantor or its successors, assigns, contractors or invitees cause any damage to the Breezeway Access Easement Area, Grantor shall repair the Breezeway Access Easement Area within a reasonable time at its sole cost. 8. Indemnity. Grantor shall indemnify and hold Grantee free and harmless from and against all cost, damage and/or liability which arises from or relates to the acts or omissions of Grantor, or of Grantor's agents, employees, contractors, or invitees, in improving, maintaining, or using this Breezeway Access Easement Area, except to the extent that such cost, damage and/or liability arises from the gross negligence or willful misconduct of Grantee or Grantee's agents, employees, contractors, or invitees. 9. Notices. Any notice request, demand or other communications permitted or required to be given under this Agreement shall be in writing duly addressed to the parties as follows: GRANTOR: Y & J Michele Way, LLC, a California limited liability company 433 Airport Blvd. Ste 550 Burlingame CA 94010 Attn: Bill Wu GRANTEE: The City of Palo Alto 250 Hamilton Avenue, Palo Alto, CA 94301 Attn: City Manager Any such notice sent by registered or certified mail, return receipt requested shall be deemed to have been duly given and received 5:00 p.m. (Pacific Time) two (2) business days after it is so addressed and mailed with postage prepaid. Any such notice sent by a recognized overnight courier service shall be deemed to have been duly given and received 5:00 p.m. (Pacific Time) one (12) business day after is so C:\Users\Sheldon\Box\Company Shared Folder\City Folder\Palo Alto\Projects\4115 EL CAMINO REAL\Subdivision\PTC\4115 EL CAMINO BREEZEWAY ACCESS EASEMENT FORM ayedit-DMVREVIEW3.docx 3. addressed and sent with the cost of such overnight delivery service prepaid. Notice sent by any other manner shall be effective only upon actual receipt thereof. Any party may change its address for purposes of this Agreement by giving notice to the other party as provided herein. 10. Attorneys’ Fees. In the event any party hereto institutes legal action to enforce or interpret its rights under this Breezeway Access Easement Agreement, then the prevailing party or parties shall be entitled to reasonable attorneys' fees in addition to other costs of suit as awarded by the court. 11. Governing Law and Venue. This this Breezeway Access Easement Agreement shall be governed under the laws of California. In the event that an action is brought pursuant to this Breezeway Access Easement Agreement, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara. IN WITNESS WHEREOF, this Agreement is executed and made by the Grantor effective as of the date first above set forth. Grantor: Y & J Michele Way, LLC, a California limited liability company By: ____________________________________ ___________________________________ Its: _____________________________ Grantee: City of Palo Alto, a California municipal corporation By: ____________________________________ ___________________________________ Its: _____________________________ C:\Users\Sheldon\Box\Company Shared Folder\City Folder\Palo Alto\Projects\4115 EL CAMINO REAL\Subdivision\PTC\4115 EL CAMINO BREEZEWAY ACCESS EASEMENT FORM ayedit-DMVREVIEW3.docx 4. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT - CIVIL CODE SECTION 1189 A notary public or other officer completing the certificate verifies only the identity of the individual who signed the7 document to which the certificate is attached and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) SS COUNTY OF ___________________ ) On _________________________201__ before me, _____________________________, Notary Public, personally appeared_______________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal. ___________________________ [Seal] (Signature) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT - CIVIL CODE SECTION 1189 A notary public or other officer completing the certificate verifies only the identity of the individual who signed the document to which the certificate is attached and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) SS COUNTY OF ___________________ ) On _________________________201__ before me, _____________________________, Notary Public, personally appeared_______________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal. ___________________________ (Signature) [Seal] C:\Users\Sheldon\Box\Company Shared Folder\City Folder\Palo Alto\Projects\4115 EL CAMINO REAL\Subdivision\PTC\4115 EL CAMINO BREEZEWAY ACCESS EASEMENT FORM ayedit-DMVREVIEW3.docx 5. Exhibit “A” - Servient Estate All of that real property situated in the City of Palo Alto, Santa Clara County, State of California described as: BEGINNING AT A POINT ON THE SOUTHWESTERN LINE OF THE OLD SAN FRANCISCO-SAN JOSE ROAD WHERE IT IS INTERSECTED BY THE SOUTHEASTERN LINE OF THAT CERTAIN 0.275 ACRE TRACT OF LAND AS DESCRIBED IN THE DEED FROM TYNAN LUMBER COMPANY, A CORPORATION, TO THOMAS HUNE, ET UX., BY DEED DATED OCTOBER 7, 1935, IN BOOK 749 O.R. PAGE 50, SANTA CLARA COUNTY RECORDS; THENCE ALONG SAID SOUTHWESTERN LINE OF THE OLD SAN FRANCISCO-SAN JOSE ROAD, NORTH 56° 55' WEST 100 FEET; THENCE AT RIGHT ANGLES SOUTH 33° 05' WEST 155 FEET, MORE OR LESS, TO A POINT ON THE NORTHEASTERN LINE OF THE NEW SAN FRANCISCO-SAN JOSE ROAD (STATE HIGHWAY), AS SAID NORTHEASTERN LINE WAS ESTABLISHED BY DEED FROM THERESA L. RHODES TO STATE OF CALIFORNIA, BY DEED DATED JULY 31, 1929, RECORDED SEPTEMBER 13, 1929, IN BOOK 484 O.R., PAGE 110, SANTA CLARA COUNTY RECORDS; THENCE RUNNING SOUTHEASTERLY ALONG SAID NORTHEASTERN LINE OF THE NEW SAN FRANCISCO-SAN JOSE ROAD (STATE HIGHWAY) ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 3050 FEET, A DISTANCE OF 116 FEET, MORE OR LESS, TO THE NORTHWESTERN CORNER OF THAT CERTAIN 2-1/2 ACRE TRACT OF LAND DESCRIBED IN THE DEED FROM THERESA L. RHODES TO ANDREW J. MCCOY, ET UX., DATED MARCH 18, 1925, RECORDED MARCH 21, 1925, IN BOOK 149 O.R. PAGE 163; THENCE ALONG THE NORTHWESTERN LINE OF SAID 2-1/2 ACRE TRACT OF LAND ABOVE REFERRED TO; NORTH 33° 05' EAST 190 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION THEREOF FRONTING ON THE HIGHWAY LEADING FROM SAN FRANCISCO TO SAN JOSE KNOWN AS EL CAMINO REAL TAKEN OR CONVEYED FOR THE PURPOSE OF WIDENING SAID ROADWAY. ALSO EXCEPTING THEREFROM THAT PORTION OF THE LAND GRANTED TO THE CITY OF PALO ALTO, A MUNICIPAL CORPORATION IN THAT FINAL JUDGMENT OF CONDEMNATION RECORDED OCTOBER 3, 1967 AS INSTRUMENT NO. 3296676, IN BOOK 7880, PAGE 102 OF OFFICIAL RECORDS. Attachment E Project Plans & CEQA Hardcopies of project plans are provided to Board members. These plans are available to the public online and/or by visiting the Planning and Community Environmental Department on the 5th floor of City Hall at 250 Hamilton Avenue. Directions to review Project plans online: 1. Go to: bit.ly/PApendingprojects 2. Scroll down to find “4115 El Camino Real” and click the address link 3. On this project specific webpage you will find a link to the project plans and other important information Direct Link to Project Webpage: https://www.cityofpaloalto.org/news/displaynews.asp?NewsID=4728&TargetID=319 Draft Excerpt Minutes (PTC 11/13/2019) _______________________ 1. Spokespersons that are representing a group of five or more people who are identified as present at the meeting at the time of the spokesperson’s presentation will be allowed up to fifteen (15) minutes at the discretion of the Chair, provided that the non-speaking members agree not to speak individually. 2. The Chair may limit Oral Communications to 30 minutes for all combined speakers. 3. The Chair may reduce the allowed time to speak to three minutes to accommodate a larger number of speakers. Planning & Transportation Commission 1 Draft Excerpt Minutes: November 13, 2019 2 Council Chambers 3 250 Hamilton Avenue 4 6:00 PM 5 6 7 4. PUBLIC HEARING / QUASI-JUDICIAL: 4115 El Camino Real [18PLN-00238]: 8 Recommendation on Applicant's Request for Approval of a one lot Tentative Map to 9 Divide an Existing 0.36 Acre Parcel Into Seven Residential Condominiums and two 10 Commercial and two Office Condominiums. Environmental Assessment: Mitigated 11 Negative Declaration Adopted by the Director of Planning & Community Environment 12 on January 7, 2019. Zoning District: CN (Neighborhood Commercial). For More 13 Information Contact the Project Planner Sheldon S. Ah Sing, AICP at sahsing@m-14 group.us 15 16 Chair Riggs: Alright so we’re onto our next item which is a quasi-judicial item. So, I believe we 17 do need to ask if there’re any conflicts of interests, is that correct? 18 19 Ms. Sandra Lee, Assistant City Attorney: Yes, Mr. Chair. Also, the Commissioners do need to 20 disclose if they’ve had any contacts related to this item prior to the meeting. 21 22 Chair Riggs: Alright does anyone have anything to disclose? Alright, no disclosures so we have a 23 planner… presentation from Staff and we’ll take public comment after and then have our 24 discussion. Sheldon. 25 26 Mr. Sheldon Sing, Project Planner: Yes, thank you. Sheldon Ah Sing, contract planner here to 27 present this evening. This is for a Tentative Map for a condominium sub-division for 4115 El 28 Camino Real. It was previously approved architectural review project earlier in the year. It’s a 29 one-lot subdivision, it’s about 1.36-acres, and the airspace condominium would be for seven 30 residential units and two commercial condominiums and two office commercial spaces. 31 32 Such in summary its… there’s a basement level with all of the… with some of the parking and 33 some mechanical parking as well as there’re surface parking and garage parking at grade. It’s a 34 through a lot with El Camino Real as a frontage and then there’s El Camino Way in the rear and 35 then there are two other floors above that. There’s one of the units would be allocated for 36 below-market-rate and there’s an agreement that would be associated with this map when it 37 goes to the Council. And there would be some typical off-site improvements associated with a 38 map including some curb and gutter, some lighting as well as because as I mentioned that 39 Draft Excerpt Minutes (PTC 11/13/2019) _______________________ 1. Spokespersons that are representing a group of five or more people who are identified as present at the meeting at the time of the spokesperson’s presentation will be allowed up to fifteen (15) minutes at the discretion of the Chair, provided that the non-speaking members agree not to speak individually. 2. The Chair may limit Oral Communications to 30 minutes for all combined speakers. 3. The Chair may reduce the allowed time to speak to three minutes to accommodate a larger number of speakers. there’s the through lot, we did want to have access… pedestrian access between the two 1 streets. So, there is a public access easement that’s in place for this project and there’re some 2 limitations on the hours of that. So essentially the night time would be limited for access but 3 during the day it would be open. 4 5 The project is consistent with the City’s Municipal Code regarding subdivisions and the project 6 is subject to CEQA but is covered under the original adopted Mitigated Negative Declaration. 7 And the project is consistent with that and those findings. And therefore, we do recommend 8 that the Planning Commission conduct a public hearing and recommend approval of the 9 proposed project to City Council with the Conditions of Approval. That concludes my 10 presentation, thank you. 11 12 Chair Riggs: Alright I have no public comments and I’m assuming we have no presentation from 13 the applicant? Alright, ok so with that said maybe we just go down the line. If anyone has any 14 comments or I think at this point I’ll entertain a motion as well. Chair… Commissioner Lauing. 15 16 Commissioner Lauing: Appreciate the respect though that was good. 17 18 Chair Riggs: Touché. 19 20 Commissioner Lauing: Just a few quick ones. One is I think you did a heck of a good job on 21 detailing the… how consistent this is with the findings. Very helpful to have that laid out as well 22 as it was. The… you’re saying there’s no zoning change here because it’s consistent within the 23 zones, correct? 24 25 Mr. Sing: That is correct, right. 26 27 Commissioner Lauing: And then there’re three Heritage trees, will they be remaining? We’ll 28 work around them and leave them there? 29 30 Mr. Sing: I need to consult with the plans but I know there’s a large tree in the rear and that’s 31 definitely to remain. 32 33 Commissioner Lauing: Packet Page 14. 34 35 Mr. Sing: Are you also speaking to the street trees? 36 37 Commissioner Lauing: Yeah, well it says protected Heritage trees, Sycamore, and Maidan here 38 along El Camino and Chinese Elm on El Camino. 39 40 Draft Excerpt Minutes (PTC 11/13/2019) _______________________ 1. Spokespersons that are representing a group of five or more people who are identified as present at the meeting at the time of the spokesperson’s presentation will be allowed up to fifteen (15) minutes at the discretion of the Chair, provided that the non-speaking members agree not to speak individually. 2. The Chair may limit Oral Communications to 30 minutes for all combined speakers. 3. The Chair may reduce the allowed time to speak to three minutes to accommodate a larger number of speakers. Mr. Sing: Right those would remain. 1 2 Commissioner Lauing: Ok and I just find architecturally I think this fits in there really well. I’m 3 very familiar with the area and I think it’s a good fit so that’s all. 4 5 Chair Riggs: Commissioner Templeton. 6 7 Commissioner Templeton: Hi, thank you. I also appreciated the detailed nature of the reports 8 so thank you. I was wondering if we have an idea of what height they’re building too with the 3-9 stories? I couldn’t quite figure it out but I wondered if you might know. If you don’t know, that’s 10 ok. 11 12 Mr. Jonathan Lait, Director of Planning: So, Sheldon will go ahead and take a look at that. Just 13 to remind the Commission that what’s before the Planning Commission right now is the… just 14 the subdivision component of the application and (interrupted) 15 16 Commissioner Templeton: Thank you. 17 18 Mr. Lait: The building was reviewed through a process. 19 20 Commissioner Templeton: Thank you, alright, I’ll stay on track then. So, some of my other 21 questions may not be relevant. I was going to ask if there’s going to be green space available 22 like on the roof or something like that for the residents to enjoy or is that out of scope as well 23 Jonathan? 24 25 Mr. Sing: Not on the roof. There’re some balconies. 26 27 Commissioner Templeton: Balconies, ok. Great. Great, alright well then that’s it’s for my 28 questions. Thank you. 29 30 Chair Riggs: Commissioner Waldfogel. 31 32 Commissioner Waldfogel: Great thank you. I’m inclined to support it because of the findings. 33 Just a question, what’s the status if we say go? Will we see bulldozers out tomorrow? 34 35 Mr. Sing: No because we’ll have to go to the Council for the map and then they have to submit 36 a final map and kind of go from there with building construction. 37 38 Commissioner Waldfogel: Ok so there’s still a few more obstacles to run through but this is a 39 good step. 40 Draft Excerpt Minutes (PTC 11/13/2019) _______________________ 1. Spokespersons that are representing a group of five or more people who are identified as present at the meeting at the time of the spokesperson’s presentation will be allowed up to fifteen (15) minutes at the discretion of the Chair, provided that the non-speaking members agree not to speak individually. 2. The Chair may limit Oral Communications to 30 minutes for all combined speakers. 3. The Chair may reduce the allowed time to speak to three minutes to accommodate a larger number of speakers. 1 Mr. Sing: Yes. 2 3 Mr. Lait: Process maybe instead of obstacles. 4 5 Commissioner Waldfogel: Process, thank you for the correction. I apologize. 6 7 Chair Riggs: I’m going to keep us rolling, Commissioner Summa. 8 9 Commissioner Summa: Yeah thank you for the report and it seemed very thorough in making 10 the reverse findings. I’m inclined to support this also. In visiting the site, I will say the parking 11 around there is really tight. So, I think the construction logistics will be really here key to making 12 it run smoothly but I think the argument for the map is well laid out. 13 14 Chair Riggs: Commissioner Alcheck [note -Vice-Chair Alcheck]. 15 16 MOTION 17 18 Vice-Chair Alcheck: Yeah, I’d like to… if only we could start construction after this vote, I’m sure 19 we would have a lot more built. No, in earnest here I’d like to make a motion that we 20 recommend that the City Council approve this proposed Tentative Condominium Map based on 21 the findings and subject to the Conditions of Approval in the report. 22 23 Chair Riggs: Do I have a second? 24 25 SECOND 26 27 Commissioner Lauing: I’d second. 28 29 Commissioner Roohparvar: Second. 30 31 Chair Riggs: Was that… Commissioner Lauing got the second. I have a comment from 32 Commissioner Templeton. 33 34 Commissioner Templeton: Yeah, I just want to clarify the reason I asked about the building 35 height was to see if there was any space for another floor or if we could get any more housing 36 on the site. I took a look through the zoning and this is really the maximum number of units for 37 the current zone so that was just the only reason I was asking about that. Do you also feel that 38 this is as dense as we can be on this particular lot? 39 40 Draft Excerpt Minutes (PTC 11/13/2019) _______________________ 1. Spokespersons that are representing a group of five or more people who are identified as present at the meeting at the time of the spokesperson’s presentation will be allowed up to fifteen (15) minutes at the discretion of the Chair, provided that the non-speaking members agree not to speak individually. 2. The Chair may limit Oral Communications to 30 minutes for all combined speakers. 3. The Chair may reduce the allowed time to speak to three minutes to accommodate a larger number of speakers. Mr. Sing: Yeah, I think at that time this was proposed this is really the maximum that they could 1 do. 2 3 Commissioner Templeton: Ok thank you. 4 5 Mr. Lait: And since then we’ve… Planning Commission’s reviewed and the City Council has 6 adopted the Housing Incentive Program that would allow eliminate density restrictions and 7 allow for other development potential. 8 9 VOTE 10 11 Chair Riggs: See no other comments, I think we’re ready to vote. All in favor? Any opposed? 12 Alright, the motion carries 7-0. Thank you very much. Thank you very much, Commission. 13 14 MOTION PASSED 7(Waldfogel, Summa, Templeton, Riggs, Alcheck, Roohparvar, Lauing)-0 15 16 Commission Action: Motion to approve by Alcheck, seconded by Lauing. 7-0 vote. 17 CITY OF PALO ALTO OFFICE OF THE CITY ATTORNEY December 16, 2019 The Honorable City Council Palo Alto, California Approval of a Contract With the OIR Group in the Amount of $75,000 for Independent Police Auditing Services for a Three-year Period Recommendation Staff recommends that Council approve and authorize the Clerk to execute a contract with the OIR Group in the amount of $75,000 for independent police auditing services for a three-year period (Attachment A). Background The Palo Alto Police Department (PAPD) receives and investigates complaints that are made from time to time by members of the public against police officers. State law requires all police agencies to have such a process (Cal. Penal Code §832.5.). PAPD also investigates potential policy violations of uniformed officers that come to the attention of the Chief, even when a complaint is not filed. The investigative function of the PAPD is generally referred to as “internal affairs.” Since approximately 2006, Palo Alto has contracted with an outside firm to act as Independent Police Auditor (IPA). The IPA performs several functions for Palo Alto. First, the IPA provides independent review of PAPD internal affairs investigations. Department management confers with IPA periodically as investigations are opened and in process. When the Department’s investigation is complete, the IPA conducts a secondary review and assesses “thoroughness, objectivity and appropriateness” of the investigation and disposition. Where appropriate, the IPA provides recommendations for training, procedural adjustments or other follow-up actions. Second, the IPA reviews every deployment of a taser device and the PAPD’s use of force review of that deployment, regardless of whether a citizen complaint is filed. Twice a year, the IPA produces a written public report to the City Manager and City Council summarizing the IPA’s conclusions and comments. The City’s contract with the IPA states that the IPA must provide these services in a manner that complies with the Public Safety Officers Procedural Bill of Rights Act and provisions of the California Penal Code that provide procedural and privacy protections to sworn personnel. (See Penal Code § 832.7; Govt Code §§ 3300 et seq.) These laws provide procedural and privacy protections for uniformed officers that are greater than those for public employees generally. Accordingly, the IPA must refrain from naming or including any information that identifies officers in any public report. The City’s contract with the IPA requires the IPA to send drafts of its reports to the City Attorney and Chief of Police for the purpose of review for compliance Page 2 with state law. Prior to finalizing its report, the IPA is also directed to discuss identified problems with PAPD and the City Manager and attempt to reach consensus as to solutions. Once final, the IPA reports are made available to the public via a Council Informational Item. Independent review of police investigations is not required by law. A program of independent review is entirely discretionary, and where one is developed, it is up to the individual city to define its parameters. Many large metropolitan areas work with an independent auditor. It is rare for a small city to retain a police auditor. Since the inception of the IPA program in 2006, the IPA has reviewed investigations regarding sworn personnel, almost always while engaged in policing activities, such as conducting investigations, issuing citations, and making arrests. This year, a question arose regarding whether the IPA should also review and comment on City investigations of internal personnel matters not involving policing activities or members of the public. This type of matter could include complaints by PAPD personnel with respect to their supervisors or co-workers regarding unfair or discriminatory treatment in areas such as assignments, overtime, training, promotions, or interpersonal conduct. Throughout the City, the Human Resources Department investigates or supervises the investigation of these matters. In the Police Department, such matters could involve sworn or non-sworn personnel, such as dispatchers, Community Safety Officers, or administrative staff. In 2014, the City issued a Request for Proposals for independent police auditor services. Three firms submitted proposals. The City selected the Michael Gennaco dba Office of Independent Review (OIR Group) as the most qualified to perform the services. The contract between the City and the OIR Group expired in October 2019 and is due to be renewed. Analysis After careful consideration, staff recommends that Council approve the attached contract with the OIR Group (Attachment A), which confirms and clarifies the longstanding traditional scope of IPA review: PAPD internal affairs investigations and taser deployments. Personnel matters that arise in the PAPD will not be included in the IPA process; rather, they will continue to be investigated and resolved by the Human Resources Department, or under its direction. There are several reasons for continuing the current scope. Sworn personnel perform critical public safety services that can place them and their families at risk. The City has an overriding interest in protecting the privacy of sworn personnel so that these employees can do their work without concern about risk or intrusions into their personal and family affairs. In addition, the City has an obligation to maintain a confidential human resources system, so that employees feel safe coming forward to make complaints or to provide information in an investigation that involves their co-workers or supervisors. According to established policies and procedures, the City’s Human Resources department investigates and resolves personnel complaints in all departments throughout the City. The City does not publicly report on human resources matters. While we recognize that secondary review and reporting of Human Resources Page 3 investigations in PAPD offers some potential for additional insights, the risks to personal privacy and a safe and confidential human resources complaint system weigh in favor of continuing to handle these matters confidentially under the direction of the Human Resources Department. Resource Impact Departmental budgets include adequate funding for this contract. Policy Implications Approval of this contract affirms current and longstanding City policy regarding police oversight and reporting. Environmental Review Approval of this contract is not a project for the purposes of the California Environmental Quality Act. No environmental review is required. Attachments A: Agreement Between the City of Palo Alto and Michael Gennaco DBA OIR Group for Professional Services B: Exhibit A to the Agreement, with strikeouts and underlines showing changes from prior Scope ATTACHMENTS: • Attachment A : 2019 Contract with Michael Gennaco dba OIR Group for Professional Services_FINAL.docx (PDF) • Attachment B : CMR 10924 Exhibit B - Redlined Changes Scope of Services - IPA contract_CPA (PDF) Department Head: Molly Stump, City Attorney Page 4 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 1 CITY OF PALO ALTO CONTRACT NO. _________ AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MICHAEL GENNACO DBA OIR GROUP FOR PROFESSIONAL SERVICES This Agreement is entered into on this ___ day of December 2019, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MICHAEL GENNACO dba OIR GROUP, a sole proprietor, located at 7142 Trask Avenue, Playa Del Rey, California, 90293 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement, fully incorporated herein by this reference: A. CITY intends to provide independent police auditor services (“Project”) and desires to engage a consultant to provide services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.) On-Call Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (“Project Management”). Each Task Order shall be in substantially the same form as Exhibit A-1 (“Professional Services Task Order”). Each Task Order shall contain a specific proposed scope of services, schedule of performance and compensation amount, in accordance with the provisions of this Agreement. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to the Project Manager within the time specified by the Project Manager, and upon acceptance by CITY, the signed Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth for such services in Section 4 of this Agreement. CONSULTANT shall only be compensated for services performed under an authorized Task Order and CITY may elect to, but is not required to, authorize work up to the maximum compensation amount set forth for such services in Section 4. Performance of and payment for any On-Call Services are subject to all requirements and restrictions in this Agreement. DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 2 Optional Additional Services (This provision only applies if checked and only applies to Agreements that specify an amount for Additional Services under Section 4 and Exhibit “C”.) Additional Services (as defined in Section 4, “Not to Exceed Compensation”) will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (“Project Management”). Each Task Order shall be in substantially the same form as Exhibit A-1 (“Professional Services Task Order”). Each Task Order shall contain a specific proposed scope of services, schedule of performance and compensation amount, in accordance with the provisions of this Agreement. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to the Project Manager within the time specified by the Project Manager, and upon acceptance by CITY, the signed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth for Additional Services in Section 4 of this Agreement. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and CITY may elect to, but is not required to, authorize Additional Services work up to the maximum compensation amount set forth for such services in Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through January 1, 2023 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (also referred to herein as the “Basic Services”), and reimbursable expenses (if specified in Exhibit “C”), (“Basic Services”), and reimbursable expenses, shall not exceed Seventy Five Thousand Dollars ($75,000.00). CONSULTANT agrees to complete all Basic Services, including specified reimbursable expenses, within this amount. In the event Additional Services (defined below) are authorized, the total compensation for Basic Services, Additional Services and specified reimbursable expenses shall not exceed Seventy Five Thousand Dollars ($75,000).The applicable rate schedule is set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amounts of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including, if DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 3 applicable, an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit “C” (“Compensation”) or, if applicable, the CONSULTANT’s billing rates set forth in Exhibit “C- 1” (“Schedule of Rates”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 (“Project Management”) below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the Services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 4 or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of a subcontractor. Option B: Subcontracts Authorized: Notwithstanding Section 11 (“Assignment”) above, CITY agrees that subcontractors may be used to complete the Services. The subcontractors authorized by CITY to perform work on this Project are: CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subcontractors. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Michael Gennaco as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and Stephen Connolly as the Project Manager to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the CONSULTANT’s Project Manager, project coordinator, or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s Project Manager is Beth Minor, City Clerk’s Office, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone: (650) 329-2379. The CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 5 suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for four (4) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least four (4) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. [Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, including without limitation California Civil Code 2728.8, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. In no event shall the cost to defend and/or indemnify charged to the Consultant hereunder exceed the Consultant’s proportionate percentage of fault, in accordance with California Civil Code section 2782.8. However, notwithstanding the previous sentence, in the event one or more defendants in any such Claim is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Consultant shall meet and confer with other such party or parties regarding unpaid defense costs, in accordance with California Civil Code section 2782.8. [Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. 16.1. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 6 SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D"(“Insurance Requirements”). CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 7 CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 8 SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 9 SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. OR 26.1 CONSULTANT is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. CONSULTANT shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. 26.2 CONSULTANT shall comply with the requirements of Exhibit “E” for any contract for public works construction, alteration, demolition, repair or maintenance. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. . 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 10 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement referred to herein are, by such reference, incorporated into this Agreement in full and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal(if any), the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. The provisions of this paragraph shall survive the termination or expiration of this Agreement. 27.10 CONSULTANT understands and agrees that, in connection with this Agreement, the CONSULTANT may have access to proprietary and/or confidential information which may be owned or controlled by the CITY, the disclosure of which to third parties may be damaging to the CITY, its employees or customers/residents. CONSULTANT also understands and agrees that the disclosure of such information may violate state and/or federal law and may subject the CONSULTANT to civil liability. Consequently, CONSULTANT agrees that all information disclosed by the CITY to the CONSULTANT shall only be used in the performance of this Agreement, unless disclosure is required by law or court order. CONSULTANT shall exercise the same standard of care to protect such information as is used to protect its own proprietary and/or confidential information and in no case less than a reasonable standard of care. If selected in Section 28 (“Exhibits”), this Agreement is subject to the terms and conditions of the Information Privacy Policy exhibit and the Vendor Cybersecurity Terms and Conditions exhibit. The provisions of this paragraph shall survive the termination or expiration of this Agreement. 27.11 All unchecked boxes do not apply to this agreement. 27.12 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.13 This Agreement may be signed in multiple counterparts, which , when executed by all the parties, shall constitute a single binding agreement. SECTION 28. EXHIBITS. The following exhibits, if the check box is selected below, are hereby attached and incorporated into this Agreement by reference as though fully set forth herein: EXHIBIT “A”: SCOPE OF SERVICES DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 11 EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (Optional) EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS EXHIBIT “E”: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS EXHIBIT “F”: INFORMATION PRIVACY POLICY EXHIBIT “G”: VENDOR CYBERSECURITY TERMS AND CONDITIONS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 12 CONTRACT No._______________ SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO MICHAEL GENNACO dba OIR GROUP Beth Minor City Clerk Michael J. Gennaco Principal, OIR Group Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 Professional Services Rev. April 27, 2016 13 EXHIBIT “A” SCOPE of SERVICES Independent Police Auditor Services CONSULTANT shall perform the following services: 1. Complaints by Members of the Public and Internal Affairs Investigations Intake – The CONSULTANT may receive complaints directly from members of the public. The CONSULTANT will forward a summary of the complaint and contact information for the complainant directly to the Department. If the Department received the complaint directly or initiates an internal investigation regarding sworn personnel, they will notify the CONSULTANT within (3) working days about the nature of the allegation(s). The Department and the CONSULTANT will review each complaint by a member of the public/internal investigation to determine whether a criminal component exists and proceed accordingly. Complaints and investigations of internal personnel or human resources matters are not part of these Independent Police Auditor Services. Investigative Plan – As needed, the CONSULTANT will discuss the investigative plan with the Personnel & Training Coordinator and arrange for a mutually convenient way to update CONSULTANT on the progress of the investigation. Review – The CONSULTANT will review each complaint by a member of the public and internal affairs investigation to determine thoroughness, objectivity and appropriateness of disposition within (10) working days. Follow-up – After reviewing the completed investigations, the CONSULTANT will confer with the Personnel & Training Coordinator to evaluate results and discuss any suggestions for additional follow-up. Disposition – When all aspects of the investigation are complete, the CONSULTANT will confer with the Police Chief to resolve any issues about the process, the disposition or the recommendations outlined in the investigation. Disposition shall be defined as “Sustained”, “Not Sustained”, “Unfounded” or “Exonerated”. Status and Tracking – The CONSULTANT will track each case through its conclusion to ensure that each investigation is completed in a timely manner. Semi-Annual Reporting – Twice a year, the CONSULTANT will produce a written report to the City Manager and City Council. The report will contain a statistical breakdown of the number of complaints/investigations and any developing trends. The report will also contain the initial allegation(s), the findings and the number and type of recommendations made to the Police Chief. The report will not contain any specific information that would identify the involved officers either internally or externally. CONSULTANT Meetings – If requested by the City, the CONSULTANT will meet with the City Council, City Manager and/or Police Chief in order to discuss any trends. DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 Professional Services Rev. April 27, 2016 14 2. Review Taser Deployment The Department will promptly notify the CONSULTANT of each Taser deployment. Once completed, the CONSULTANT will review the Use of Force investigation related to the use of the Taser. The CONSULTANT will make any recommendations on the investigation and findings. The CONSULTANT may also make recommendations to the Police Chief regarding training and policy modifications. The CONSULTANT will include a brief summary of each Taser deployment in their semi- annual report including the findings and any recommendations. 3. Transmittal of Reports CONSULTANT will produce two reports during each year summarizing its findings and reporting on each investigation and disposition. The CONSULTANT will produce reports which comply with the Public Safety Officers Procedural Bill of Rights Act (“POBR”), California Government Code 3300 and California Penal Code 832.7. CONSULTANT will provide a draft of the report to the City Attorney’s Office and the Chief of Police of the Palo Alto Police Department at least 14 days prior to its final submission for the purpose of review for compliance with state law. CONSULTANT will consider any suggestions from the City Attorney’s Office and the Chief of Police regarding the information contained in the report. Prior to finalizing each report, it shall be the CONSULTANT’s practice to discuss significant identified problems and recommendations with the Police Department and the City Manager. CONSULTANT will solicit the Police Department’s response to the report’s analysis and attempt to reach a consensus as to solutions. CONSULTANT will document the Department’s investigation into the incident and response to suggested solutions in its reports. 4. Definitions Sustained – There is sufficient credible evidence to believe that the subject officer committed the act charged in the allegation and thereby engaged in misconduct. Not Sustained – The available evidence is insufficient to determine whether the officer did or did not commit misconduct. Unfounded – There is sufficient credible evidence to believe that the subject officer did not commit the alleged act. Exonerated – The subject officer was found to have committed the act alleged but the officer’s actions were determined to be lawful and proper. DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 Professional Services Rev. April 27, 2016 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE Consultant shall complete reports for calendar year 2018, and thereafter for 2019, 2020 and 2021. DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 Professional Services Rev. April 27, 2016 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: None All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 Professional Services Rev. April 27, 2016 17 EXHIBIT “C-1” SCHEDULE OF RATES Michael Gennaco, $215.00 per hour Stephen Connolly, $190.00 per hour DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 Professional Services Rev. April 27, 2016 18 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 Professional Services Rev. April 27, 2016 19 THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP DocuSign Envelope ID: DB4F6982-1976-4935-9A52-2C0084686700 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 1 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 1 0 EXHIBIT “A” SCOPE of SERVICES Independent Police Auditor Services CONSULTANT shall perform the following services: 1.Citizen Complaints by Members of the Public and Internal Affairs Investigations Intake – The CONSULTANT may receive citizen complaints directly from members of the public. The CONSULTANT will forward a summary of the complaint and contact information for the complainant directly to the Department. If the Department received the complaint directly or initiates an internal investigation regarding sworn personnel, they will notify the CONSULTANT within (3) working days about the with nature of the allegation(s). The Department and the CONSULTANT will review each citizen complaint by a member of the public/internal investigation to determine whether a criminal component exists and proceed accordingly. Complaints and investigations of internal personnel or human resources matters are not part of these Independent Police Auditor Services. Investigative Plan – As needed, the CONSULTANT will discuss the investigative plan with the Personnel & Training Coordinator and arrange for a mutually convenient way to update CONSULTANT on the progress of the investigation. Review – The CONSULTANT will review each citizen complaint by a member of the public and internal affairs investigation to determine thoroughness, objectivity and appropriateness of disposition within (10) working days. Follow-up – After reviewing the completed investigations, the CONSULTANT will confer with the Personnel & Training Coordinator to evaluate results and discuss any suggestions for additional follow-up. Disposition – When all aspects of the investigation are complete, the CONSULTANT will confer with the Police Chief to resolve any issues about the process, the disposition or the recommendations outlined in the investigation. Disposition shall be defined as “Sustained”, “Not Sustained”, “Unfounded” or “Exonerated”. Status and Tracking – The CONSULTANT will track each case through its conclusion to insure ensure that each investigation is completed in a timely manner. Semi-Annual Reporting – Twice a year, the CONSULTANT will produce a written report to the City Manager and City Council. The report will contain a statistical breakdown of the number of complaints/investigations and any developing trends. The report will also contain the initial allegation(s), the findings and the number and type of recommendations made to the Police Chief. The report will not contain any specific information that would identify the involved officers either internally or externally. CONSULTANT Meetings – The If requested by the City, the CONSULTANT will Attachment B DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 2 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 1 0 formally meet with the City Council, City Manager and/or Police Chief twice a year in order to provide the report and discuss any trends. 2. Review Taser Deployment The Department will promptly notify the CONSULTANT of each Taser deployment. Once completed, the CONSULTANT will review the Use of Force investigation related to the use of the Taser. The CONSULTANT will make any recommendations on the investigation and findings. The CONSULTANT may also make recommendations to the Police Chief regarding training and policy modifications. The CONSULTANT will include a brief summary of each Taser deployment in their semi-annual report including the findings and any recommendations. 3. Transmittal of Reports CONSULTANT will produce two reports during each year summarizing its findings and reporting on each investigation and disposition. The CONSULTANT will produce reports which comply with the Public Safety Officers Procedural Bill of Rights Act (“POBR”), California Government Code 3300 and California Penal Code 832.7. CONSULTANT will provide a draft of the report to the City Attorney’s Office and the Chief of Police of the Palo Alto Police Department at least 14 days prior to its final submission for the purpose of review for compliance with state law. CONSULTANT will consider any suggestions from the City Attorney’s Office and the Chief of Police regarding the information contained in the report. The CONSULTANT will meet with the City Council to present each report and discuss any issues or questions raised. Prior to finalizing each report, it shall be the CONSULTANT’s practice to discuss significant identified problems and recommendations with the Police Department and the City Manager. CONSULTANT will solicit the Police Department’s response to the report’s analysis and attempt to reach a consensus as to solutions. CONSULTANT will document the Department’s investigation into the incident and response to suggested solutions in its reports. 4. Definitions Sustained – There is sufficient credible evidence to believe that the subject officer committed the act charged in the allegation and thereby engaged in misconduct. Not Sustained – The available evidence is insufficient to determine whether the officer did or did not commit misconduct. Unfounded – There is sufficient credible evidence to believe that the subject officer did not commit the alleged act. Exonerated – The subject officer was found to have committed the act alleged but the officer’s actions were determined to be lawful and proper. DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 3 DocuSign Envelope ID: D0E31E9F-CD02-41BA-8FC8-B4641463475D Professional Services Rev. April 27, 2016 1 0 City of Palo Alto (ID # 10925) City Council Staff Report Report Type: Action Items Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: Approval of Amended CAO Employment Agreements & Authorization to Purchase Real Property Title: Approval of Annual Amendments to the Employment Agreements Between the City of Palo Alto and Council Appointed Officers and Authorization to Purchase Real Property in Accordance with City Manager Employment Agreement Lead Department: Human Resources Recommended Motion Staff recommends that Council consider the following motion: Approve and authorize the Mayor to execute the following contract amendments for Council Approved Officers: 1.Amendment No. Seven to Employment Agreement between the City of Palo Alto and Molly S. Stump; 2.Amendment No. Five to Employment Agreement between the City of Palo Alto and Beth D. Minor; and, 3.Amendment No. One to Employment Agreement between the City of Palo Alto and Ed Shikada. 4.Authorize the Chief Financial Officer to take all action necessary to execute the purchase of property in accordance with Section 7 of the employment agreement with Ed Shikada. Recommendation The City Council has completed annual merit reviews for Council Appointed Officers (CAOs) for the prior fiscal year’s performance (FY2018/19). Staff has been directed by City Council to forward amendments to employment agreements to implement merit- based increases to the CAO’s annual salaries, effective July 1, 2019, as follows: City Attorney Molly S. Stump, merit increase of 5% from $298,480 to $313,414 (Attachment A); and City Clerk Beth Minor, merit increase of 4.25% from $152,693 to 159,182 (Attachment B). City of Palo Alto Page 2 Staff has also been directed by the City Council to forward an amendment to the employment agreement for City Manager Ed Shikada to execute terms providing up to $3 million in a City Contribution and up to a $1 million loan with the employee to facilitate the purchase of a permanent residence in the corporate bounds of Palo Alto, per section 7 which outlines long-term housing requirements (Attachment C). Discussion In accordance with the CAO employment agreements, the City Council evaluates performance and determines any merit-based salary increases at the conclusion of each fiscal year, with an effective date of July 1. The evaluation process begins in approximately May of each year but often takes several months to complete, as it is an extensive process with multiple steps. For the past five years, City Council has obtained facilitation services from the Municipal Resources Group (MRG) to assist with the annual process. MRG’s role includes conducting Council interviews and surveys, collecting data and facilitating closed session discussions. The CAO employment agreements do not include provisions for general wage or other adjustments provided to other management employees. Thus, the merit-based pay increase for each CAO described in this memo is the only annual increase to be provided. All other terms and conditions of the employment agreements remain the same. In accordance with section 7 in the City Manager’s employment agreement, Shikada agrees to reside within the corporate limits of the City needing mutual agreement on the method of financing the purchase of a primary residence. Staff has been working with the City Manager and the City Council on terms to assist with the execution of these terms. As directed by the City Council, the recommended amendment establishes a partnership where both the City and the City Manager share in the cost burden and investment benefit of a property. The contract amendment calls for financial support of up to $3.0 million in the form of a City contribution and up to a $1.0 million loan from the City to the City Manager to purchase a primary residence within the corporate City limits. The City holds a high value of the City Manager living in Palo Alto. The City Charter reflects this value by stating that the City Manager should live here. Close proximity increases the Manager’s availability to respond to community issues, supports the successful management of City operations and ensures the Manager is an integral part of our community. As a result, the City Council is committed to this financial support for housing. In the current housing market in Palo Alto a median home price is $2.8 million. The Council has a long history of jointly investing in the City Manager’s housing. This financial support addresses the substantial housing challenges we face as a city with one of the highest costs for housing in the nation. City of Palo Alto Page 3 Resource Impact Sufficient funding is available for the additional salary of approximately $21,400 for the CAO positions in their respective departmental FY2020 Adopted Budgets. The cost, including the additional salary and pension contribution is approximately $30,000 and the difference between budget and actual is expected to be absorbed in the respective office budgets. Staff recommends the use of proceeds from the sale of the former City Manager’s house of $2.9 million as well as funding from the Budget Stabilization Reserve (BSR) in order to fund the housing aspects of the City Manager’s contract amendment. Staff anticipates bringing forward the necessary budget actions as part of the City’s Mid-Year Budget Review. Environmental Review Approval of these amended employment agreements will not result in any policy implications or environmental impacts. Attachments: • Attachment A - Amendment No. 7 and Exhibits to Molly Stump Employment • Attachment B - Amendment No. 5 and Exhibits to Beth Minor Employment • Attachment C - Amendment No. 1 and Exhibits to Shikada Employment Agt 1 AMENDMENT NO. SIX SEVEN TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP This AMENDMENT NO. SEVEN SIX to the EMPLOYMENT AGREEMENT (“Agreement”) is entered into on December 917, 2019 17, 2018 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“City”), and MOLLY S. STUMP (“Stump”), an individual, located at 250 Hamilton Avenue 8th Floor, Palo Alto, CA. R E C I T A L S: WHEREAS, the original EMPLOYMENT AGREEMENT between the City of Palo Alto and Molly S. Stump., attached hereto and incorporated herein as Exhibit “A” was entered into between the parties for the services of City Attorney on or about April 18, 2011; and WHEREAS, AMENDMENT NO. ONE to the Agreement, attached hereto and incorporated herein as Exhibit “B” was entered into between the parties on or about March 24, 2014; and WHEREAS, AMENDMENT NO. TWO to the Agreement, attached hereto and incorporated herein as Exhibit “C” was entered into between the parties on or about December 8, 2014. WHEREAS, AMENDMENT NO. THREE to the Agreement, attached hereto and incorporated herein as Exhibit “D” was entered into between the parties on or about February 1, 2016. WHEREAS, AMENDMENT NO. FOUR to the Agreement, attached hereto and incorporated herein as Exhibit “E” was entered into between the parties on or about December 12, 2016. WHEREAS, AMENDMENT NO. FIVE to the Agreement, attached hereto and incorporated herein as Exhibit “F” was entered into between the parties on or about November 6, 2017. WHEREAS, AMENDMENT NO. SIX to the Agreement, attached hereto and incorporated herein as Exhibit “G” was entered into between the parties on or about December 17, 2018. WHEREAS, the parties wish to amend the Agreement; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1: Section 3.1 of the Agreement, Compensation, is hereby amended to read as follows: Commencing on and continuing from the pay period including July 1, 20182019, 2 Stump’s annual base salary shall be increased to Three Hundred Thirteen Thousand Four Hundred and FourteenTwo Hundred Ninety Eight Thousand Four Hundred Eighty and No/100 Dollars ($298,480.00$313,414), prorated and paid on City’s regular paydays. Stump shall be an exempt employee under applicable wage and hour law and her base salary shall be compensation for all hours worked. City agrees that the amount of Stump's base annual salary shall not decrease, except as part of a permanent decrease that is consistent with the Fair Labor Standards Act and that is applicable to either all Council Appointed Officers or all City Executive Staff (which includes all Council Appointed Officers). SECTION 2. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. ATTEST: _____________________________ City Clerk APPROVED AS TO FORM: _____________________________ Chief Assistant City Attorney CITY OF PALO ALTO ___________________________ Mayor Dated:_____________________ MOLLY S. STUMP __________________________ Dated:____________________ Attachments: EXHIBIT A: EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT B: AMENDMENT NO. ONE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT C: AMENDMENT NO. TWO TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT D: AMENDMENT NO. THREE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP 3 EXHIBIT E: AMENDMENT NO. FOUR TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT F: AMENDMENT NO. FIVE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT G: AMENDMENT NO. SIX TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP 1 AMENDMENT NO. FOUR FIVE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BETH MINOR This AMENDMENT NO. FIVE FOUR to the EMPLOYMENT AGREEMENT (“Agreement”) is entered into on December 917, 2019 17, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“City”), and BETH MINOR (“Minor”), an individual, located at 250 Hamilton Avenue 8th 7th Floor, Palo Alto, CA. R E C I T A L S: WHEREAS, the original EMPLOYMENT AGREEMENT between the City of Palo Alto and Beth Minor, attached hereto and incorporated herein as Exhibit “A” was entered into between the parties for the services of City Clerk on or about June 9, 2015; and WHEREAS, AMENDMENT NO. ONE to the Agreement, attached hereto and incorporated herein as Exhibit “B” was entered into between the parties on or about February 1, 2016; and WHEREAS, AMENDMENT NO. TWO to the Agreement, attached hereto and incorporated herein as Exhibit “C” was entered into between the parties on or about December 12, 2016; and WHEREAS, AMENDMENT NO. THREE to the Agreement, attached hereto and incorporated herein as Exhibit “D” was entered into between the parties on or about November 6, 2017; and WHEREAS, AMENDMENT NO. FOUR to the Agreement, attached hereto and incorporated herein as Exhibit “E” was entered into between the parties on or about December 17, 2018; and WHEREAS, the parties wish to amend the Agreement. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1: Section 3 of the Agreement, Salary, is hereby amended to read as follows: Commencing on and continuing from the pay period including July 1, 20192018, Minor’s annual base salary shall be increased to One Hundred Fifty Two Thousand Six Hundred Ninety ThreeOne Hundred Fifty Nine Thousand One Hundred Eighty Two and No/100 Dollars ($152,693 $159,182), prorated and paid on City’s regular paydays. This amount is subject to authorized or required deductions and withholding, prorated and paid on City’s regular paydays. Minor is an exempt employee under applicable wage and hour law and her base salary shall be compensation for all hours worked. The City agrees that the amount of Minor’s base annual salary will not decrease, except as part of the permanent decrease that 2 is consistent with the Fair Labor Standards Act. // // SECTION 2. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. ATTEST: _____________________________ Assistant City Clerk APPROVED AS TO FORM: _____________________________ City Attorney CITY OF PALO ALTO ___________________________ Mayor Dated:_____________________ BETH MINOR __________________________ Dated:____________________ Attachments: EXHIBIT A: EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BETH MINOR EXHIBIT B: AMENDMENT NO. ONE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BETH MINOR EXHIBIT C: AMENDMENT NO. TWO TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BETH MINOR EXHIBIT D: AMENDMENT NO. THREE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BETH MINOR EXHIBIT E: AMENDMENT NO. FOUR TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BETH MINOR 1 AMENDMENT ONE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND EDWARD SHIKADA This AMENDMENT ONE to the EMPLOYMENT AGREEMENT (“Agreement”) between the CITY OF PALO ALTO, a California municipal corporation and chartered city (“City”) and EDWARD SHIKADA, an individual (“Shikada”) (together “the parties”) is entered into and shall be effective on the latest date next to the signatures on the last page. This AMENDMENT ONE is entered into on the basis of the following facts, among others: A. City and Shikada entered into the original Agreement, dated September 18, 2018, and attached hereto and incorporated herein as Exhibit “A,” to provide for Shikada’s employment as City Manager; B. Shikada agreed to and has made his primary residence within the corporate limits of City; C. In the Agreement, the parties contemplated that Shikada initially would obtain rental housing, and at a later date would obtain long term housing; D. With respect to a purchase of housing, the parties committed to engage in good faith negotiations regarding contributions from each party, the method of financing, and other elements of a purchase transaction, and agreed to document those arrangements in an amendment to the Agreement; E. City and Shikada now desire and have mutually agreed to enter into this Amendment One to provide for contribution amounts, methods of financing and other terms to support purchase of a home in Palo Alto to serve as Shikada’s primary long-term residence; BASED ON THE FOREGOING, CITY AND SHIKADA AGREE AS FOLLOWS: SECTION 1: Section 7.2 of the Agreement, Long Term Housing, is hereby amended to read as follows: 7.2 Long Term Housing: Home Purchase and Method of Financing Within a reasonable period of time as agreed to by the parties, Shikada agrees to make his primary residence within the corporate limits of the City. The amount of the City contribution and any contribution from Shikada, the method of financing, and other elements of a purchase transaction will be determined through good faith negotiations and mutual agreement, and documented in an amendment to this Agreement. 7.2.1 Time of Purchase. Shikada shall purchase a home to serve as his 2 primary residence within the corporate limits of City within a reasonable time after the approval of this Amendment One (the "Property"). The parties anticipate this will occur within one year but acknowledge that market conditions or other circumstances may make a longer period reasonable. 7.2.2 Purchase Price. For the purpose of this Agreement, the purchase price of the Property shall include the price of the Property plus any real estate broker's fees payable by buyer, closing costs, title insurance and related fees normally attributable to a buyer in Santa Clara County (“Purchase Price”). 7.2.3 Termination of Temporary Rental Assistance. Temporary rental assistance shall terminate no later than 60 days after close of escrow for the Property. 7.2.4 Manager’s Contribution Toward Purchase Price. Shikada shall make a contribution toward the purchase price of the Property ("Manager's Contribution") constituting no less than 25% of the Purchase Price. Shikada may contribute his personal funds toward part or all of the Manager’s Contribution. 7.2.4.1 City Loan. The City will provide to Shikada a loan (the “City Loan”), secured by a note and first deed of trust on Shikada’s Equity Ownership Interest in the Property, in an amount as determined by Shikada but not to exceed One Million Dollars ($1,000,000). All proceeds from the City Loan must be used to fund the Purchase Price of the Property, either as the Manager’s Contribution or the Excess Contribution to the Purchase Price. Proceeds from the City Loan may not be used for any other purpose. The City Loan will be fully amortized over a maximum term of 30 years, but the term may be shorter at Shikada's request, and may be paid in advance of the loan schedule without penalty. The City Loan will be immediately due on sale. The interest on the City Loan will be adjusted annually on July 1 as follows: From the date of execution of the note, the rate will be equal to the lower of 4.5% or the sum of City's portfolio rate, which is defined as the annual rate of return on investment funds of City during the most recent fiscal year, plus one quarter percent (1/4% or 0.25%) as calculated annually by City's Director of Administrative Services. 7.2.5 City Contribution Toward Purchase Price. In addition to the Manager's Contribution (consisting of Shikada’s personal funds, if any, and the City Loan provided to Shikada), City will contribute an additional amount, not to exceed Three Million Dollars ($3,000,000), toward the Purchase Price of the Property (“City Contribution”). Up to a maximum Purchase Price of Four Million Dollars ($4,000,000), the City Contribution will be made in a ratio of not more than three (3) to one (1), as compared to the Manager's Contribution. Stated differently, the City Contribution will be not more than 75% and the Manager's Contribution (including the sum of Shikada’s personal funds and the City Loan) will be not less than 25% of the purchase price. 3 The sum of the City Contribution and the City Loan will not exceed Four Million Dollars ($4,000,000). 7.2.6 Purchase Price Over Four Million ($4,000,000). All costs above Four Million Dollars ($4,000,000) (the “Excess Contribution”) will be paid by Shikada, either using Shikada’s personal funds or the City Loan, provided that the City Loan shall not exceed One Million Dollars ($1,000,000). 7.2.7 Equity Ownership Interests. If City participates in the purchase of the Property, the City and Shikada’s proportional ownership interests will be shown on the deed as the ratio of (a) the Manager’s Contribution plus the Excess Contribution, if any, to the Purchase Price, and (b) the City Contribution to the Purchase Price. For example: a. If the purchase price is Three Million Dollars ($3,000,000) and Shikada elects to contribute the minimum 25% of the Purchase Price, the Manager’s Contribution will be Seven Hundred Fifty Thousand Dollars ($750,000), all or part of which Shikada may pay with personal funds with the balance paid through the City Loan; and the City’s Contribution will be Two Million Two Hundred Fifty Thousand Dollars ($2,250,000). Under this scenario, the equity ownership in the Property will be 25% for Shikada ($750,000/$3,000,000 = 25%) and 75% for City ($2,250,000/$3,000,000 = 75%). b. If the purchase price is Four Million Five Hundred Thousand ($4,500,000), the Manager’s Contribution will be One Million Dollars ($1,000,000), all or part of which Shikada may pay with personal funds with the balance paid through the City Loan; the Excess Contribution will be Five Hundred Thousand Dollars ($500,000), all of which will be paid by Shikada using personal funds; and the City Contribution will be Three Million Dollars ($3,000,000). Under this scenario, the equity ownership in the Property will be 33.3% for Shikada ([$500,000+$1,000,000]/$4,500,000 = 33.3%) and 66.7% for City ($3,000,000/$4,500,000 = 66.7%). 7.2.8 Equity Ownership Interests Not A Partnership. City and Shikada agree to share the equity interest in the Property in order to consummate transactions contemplated in this Agreement related to assisting Shikada with purchasing a home within Palo Alto corporate limits. Nothing herein shall be construed as creating a partnership or other joint venture between Shikada and the City. The parties agree that they are not partners and did not intend by entering into this Agreement to form a partnership, or otherwise to have the relationship of partners to one another. 7.2.9 Title Held As Tenants-In-Common. The Property will be held by Shikada and City as tenants-in-common, with Shikada and City owning proportional undivided 4 interests, as determined under subsection 7.2.7, above. Shikada will have the exclusive right to occupy the Property and will not rent, lease or transfer any interest to a third party without the written consent of City, which may be withheld in City's sole discretion. Neither party may sell its interest in the Property separate from the other and agrees to cooperate in the sale of its interest in the Property, as provided in section 7.2.15, below. 7.2.10 Execution of Documents. City and Shikada will cooperate in the preparation and execution of all title documents, notes, deeds of trust, escrow instructions, agreements and other documents reasonably necessary to conform the purchase of the Property to the provisions of this subsection 7.2, in a form mutually agreed to by Shikada and the City Attorney. The deed will reflect the terms and conditions of this subsection 7.2. At the option of City, the documents may also include a tenancy in common agreement supplementing the terms of this subsection 7.2 and a recorded power of attorney in favor of City to facilitate the sale of Shikada's interest under the circumstances provided in section 7.2.15 in the event Shikada is unable or unwilling to cooperate in the sale. 7.2.11 No additional mortgages or liens. Except for the first deed of trust referred to above, Shikada shall not cause any lien or mortgage to be recorded against the Property except as expressly authorized in writing by the City Council. The City Council shall not unreasonably withhold permission for refinancing or equity loans that do not in any way impair City's security interest or Equity Ownership Interest in the Property. 7.2.12 Property Taxes, Insurance, and other Charges and Fees. 7.2.12.1 Property Taxes. Shikada and City will pay the property taxes assessed on that party’s Equity Ownership Interest, as determined by subsection 7.2.7 above. If the Property is only assessed taxes on Shikada’s Equity Ownership Interest, Shikada will pay those taxes in full without reimbursement from City. 7.2.12.2 Insurance. If City participates in the purchase of the Property and for as long as City has a security interest or Equity Ownership Interest in the Property, Shikada shall obtain and maintain in force at all times comprehensive homeowner's insurance (HO-3) coverage, including earthquake and, if applicable due to location, flood coverage. All such insurance will state the respective interests of the parties as determined by subsection 7.2.7 above and provide that the proceeds of any such insurance shall be paid to the parties according to their respective interests. Shikada will pay for all insurance on the Property without reimbursement from City, except that City shall pay the cost of comprehensive homeowner’s insurance coverage including earthquake and flood insurance proportionate to the City’s Equity Ownership Interest in the Property, as determined by subsection 7.2.7 above. 7.2.12.3 Other Charges or Fees. If City participates in the purchase of the Property and there are charges or fees, such as Homeowner Association (HOA) fees, for the management and upkeep of the purchased Property and central amenities, Shikada will ensure all charges and fees are paid timely and shall remain in good standing with the HOA or 5 other entity assessing charges or fees. The City shall pay, directly to the HOA or other entity assessing charges or fees, the cost of charges and fees proportionate to the City’s Equity Ownership Interest in the Property, as determined by subsection 7.2.7 above, provided however that Shikada will be solely responsible for any charges or fees that are specific to the unit, such as trash and utilities.. 7.2.13 Occupancy and Maintenance. Shikada will reside at the Property from the time of purchase and initial occupancy and will continue to occupy the Property at all times as his principal residence during the term of the Agreement. Shikada will maintain the Property in good condition and in compliance with all applicable codes. Shikada shall be solely responsible for all maintenance and repair costs, including deductibles and repair and restoration of uninsured losses. 7.2.14 Capital Improvements. Shikada may, at his sole expense, make such improvements to the Property as he deems beneficial, provided such improvements do not cause the value of the Property to decline. For purposes of this Agreement, a capital improvement is the addition of a permanent structural improvement or restoration of some aspect of the Property that either increases the Property's resale value or increases its useful life. With the advance written approval of City, the actual documented cost of each capital improvement with a cost in excess of Fifteen Thousand Dollars ($15,000) may be treated as an addition to the Manager's Contribution and used to reallocate Equity Ownership Interests at the time of sale, as provided in subsections 7.2.7 and 7.2.15, below, in such amount(s) as the parties may mutually agree. City's approval, when sought for a capital improvement that will result in the reallocation of Equity Ownership Interests, must be obtained in writing prior to the initiation of the capital improvement and may be withheld in City's sole and absolute discretion. 7.2.15 Sale. The sale of the Property will occur on the happening of one of the following: a. At the option of Shikada, subject to the provisions of subsections 7.2.17; b. The passing of 18 months following the termination of the employment of Shikada as City Manager, for any reason, whether voluntary or involuntary; c. At the option of City, upon the occurrence of any default by Shikada with respect to any of the terms of any transaction document related to purchase, financing or holding of the Property, including this Agreement; d. Should Shikada permanently move out of the Property or cease to use the Property as his primary residence; and e. Upon mutual agreement of the parties. The sale of the Property shall be brokered by a qualified licensed real estate agent with at least 6 two years of fulltime experience in the sale of residential real estate in Santa Clara County. Shikada shall select the agent from a list of three agents provided by City. Notwithstanding the above, one party may purchase the Property by purchasing all of the interests of the other as provided in subsection 7.2.17. 7.2.16 Proceeds On Sale. Upon sale of the Property, the proceeds of sale shall be divided between the parties as follows: a. The costs of sale, including, but not limited to escrow fees, real estate broker's fees, and related expenses shall first be deducted from the gross sales price to reach a net sales price ("Net Sales Price"); b. Shikada's share will be equal to his Equity Ownership Interest, determined by subsection 7.2.7 and, if applicable, subsection 7.2.14, above, multiplied by the Net Sales Price. City's share will be equal to City’s Equity Ownership Interest, determined by subsection 7.2.7 and, if applicable, subsection 7.2.14, above, multiplied by the Net Sales Price; c. The outstanding balance of the City Loan, together with any accrued, but unpaid, interest and all other amounts shall be deducted from Shikada's share and paid to City under the terms of the City Loan, and Shikada shall receive the remainder; and d. City shall be paid the City's share, calculated as set forth in clause (b) above, plus the outstanding balance of the City Loan as provided in clause (c) above. Funds received from Shikada according to the terms of the City Loan are independent of City's share and shall not be credited toward or deducted from the City's share. 7.2.17 One Party's Right to Purchase the Interest of the Other Party. If one party determines to purchase the other party’s Equity Ownership Interest, the value of the Property will be determined by an appraisal. Except as otherwise provided in this subsection, City shall pay for the appraisal. Appraisal shall be conducted by a qualified real estate appraiser acceptable to both parties. If the parties are unable to agree on an appraiser, each party may hire and pay for its own appraiser. The value of the Property will be the average of the two appraisals. 7.2.17.1 City Right. If Shikada determines to put the Property up for sale, either while he is still employed or after his employment is terminated, City shall have the right to purchase Shikada's Equity Ownership Interest rather than have the Property sold and the proceeds divided as provided in subsection 7.2.16, above. After the value of the Property is determined by appraisal as provided in this subsection 7.2.17, City may purchase Shikada's Equity Ownership Interest in the Property, the value of which shall be calculated using the formula set forth in subsection 7.2.16. As provided in subsection 7.2.16(c), the outstanding balance of the City Loan, together with any accrued, but unpaid, interest and all other amounts shall be deducted from Shikada’s share and paid to City under the terms of 7 the City Loan, and Shikada shall receive the remainder. 7.2.17.2 Shikada's Right to Purchase the City’s Entire Interest in the Property. At any time while still employed by the City in good standing, Shikada may purchase the Property by paying to City its Equity Ownership Interest as calculated under subsection 7.2.16 and paying any other amounts outstanding, as provided in subsection 7.2.16(c) (including the outstanding balance on the loan, interest and other amounts). The value of the Property shall be determined by appraisal as provided in subsection 7.2.17 above. 7.2.17.3 Shikada’s One-Time Right to Purchase a Portion of City’s Interest in the Property. Shikada has a one-time option to purchase a portion of the City’s Equity Ownership Interest in the Property. Shikada may determine the percentage of the City’s Equity Ownership Interest that he will purchase. Shikada need not repay the City Loan in order to exercise his option to purchase a portion of the City’s Equity Ownership Interest under this subsection. If payment is received by the City on or before 365 days from the date of close of escrow of the original purchase of the Property, the purchase of equity will be executed at the original sale price; no appraisal will be conducted. If payment is received by the City more than 365 days after the close of escrow of the original purchase of the Property, the purchase of the City’s Equity Ownership Interest shall be valued at the current Property value as determined by appraisal as provided in subsection 7.2.17, above, except that the appraisal shall be at Shikada’s expense, using an appraiser acceptable to both parties. If the parties are unable to agree on an appraiser, each party may hire and pay for its own appraiser. The value of the Property will be the average of the two appraisals. SECTION 2. Except as herein modified, all other provisions of the Agreement, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment One on the date shown below. 8 ATTEST: _____________________________ APPROVED AS TO FORM: _____________________________ City Attorney CITY OF PALO ALTO ___________________________ Mayor Dated:_____________________ EDWARD SHIKADA __________________________ Dated:____________________ Attachments: EXHIBIT A: EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND EDWARD SHIKADA, dated September 18, 2018 • DocuSign Envelope ID: 2135C668-BF61-44A9-8165-29594899838A y EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND EDWARD SHIKADA THIS AGREEMENT is between the City of Palo Alto, a California municipal corporation and chartered city ("City") and Edward Shikada, an individual ("Shikada"). It is effective on the latest date next to the signatures on the last page. This Agreement is entered into on the basis of the following facts, among others: A. City hired Shikada in April 2015 to be City's Assistant City Manager. Since then, Shikada has also served as City's Utilities General Manager while continuing to serve as Assistant City Manager; B. City, acting by and through its duly elected City Council, now desires to employ Shikada as its City Manager, effective December 20, 2018 or on the date of retirement of current City Manager James R. Keene, Jr., whichever is sooner, subject to the terms and conditions set forth in this Agreement and in the provisions of the Charter of the City of Palo Alto (the "Charter"); C. The Charter provides, among other things, that the City Manager shall be appointed for an indefinite term by a majority vote of the City Council and that he or she may be removed at the pleasure of the City Council by a two-thirds vote on a resolution passed for that purpose; D. Shikada desires to be employed by the City of Palo Alto as its City Manager, subject to the terms and conditions set forth in this Agreement and in the Charter; E. City and Shikada desire to establish specific terms and conditions relating to compensation and benefits, housing assistance, performance evaluations, and related matters; BASED UPON THE FOREGOING, CITY AND SHIKADA AGREE AS FOLLOWS: 1. Employment Start Date. City hereby appoints and employs Shikada as City Manager, and Shikada hereby accepts the appointment and employment, for an indefinite term that begins on December 20, 2018 or on the date of retirement of current City Manager James R. Keene, Jr., whichever is earlier (the "Employment Start Date"), provided Shikada actually reports for and starts work on that date. If Shikada does not actually report for and start work on or before December 20, 2018, the Employment Start Date will be the date, if any, as otherwise mutually agreed by the parties. 2. Termination of Prior Agreement. Effective on the Employment Start Date, the Employment Agreement between City of Palo Alto and Edward Shikada, initially entered into on October 5, 2015, for the purpose of employing Shikada as Assistant City Manager, as amended in October 2016 for the purpose of employing Shikada as Utilities General Manager (Utilities Director)/ Assistant City Manager, is terminated and shall be of no further force or effect. 3. Duties of Manager. Shikada shall perform the duties established for the City Manager by the Charter, Palo Alto Municipal Code, direction of the City Council, or as otherwise provided by law, ordinance, or regulation. 3.1. Full Energy and Skill. Shikada shall devote his full energy, skill, ability, and productive time to the performance of the City Manager's duties. Shikada understands that the Charter requires that the City Manager devote his entire work time to the discharge of the duties of the office. Page 1 Edward Shikada I Employment Agreement DocuSign Envelope ID: 2135C66B-BF61-44A9-8165-29594B99B38A 3.2. No Conflict. Shikada shall not engage in any activity which is actually or potentially in conflict with, inimical to, or which interferes with the performance of Shikada's duties. 3.3. Uncompensated Professional Activities. Shikada may attend and/or participate in uncompensated professional activities, including but not limited to the activities described in subsections 9.3 and 9.4, provided that Shikada's ability to perform the duties described in this Section 3 is not unreasonably compromised or impaired. Shikada shall inform the City Council in writing in advance of absences of more than one day related to such activities. 4. Compensation. Shikada shall be compensated as provided in this Section 4. 4.1. Initial Compensation. Commencing on and continuing from the Employment Start Date, Shikada will receive an initial base annual salary of Three Hundred Fifty-Six Thousand Dollars ($356,000), prorated and paid on City's normal paydays. 4.2. Salary Adjustments. Not less than once each year, the City Council shall meet for the express purpose of evaluating the performance of Shikada and determining whether to grant him an increase in annual base salary based on performance. The City Council will act in good faith in determining whether to provide an increase based on performance, but the ultimate decision in this regard is within the sole discretion of the City Council. The Council may also adjust Shikada's annual base salary due to labor market and/or internal equity conditions. 5. Regular Benefits and Allowances. Except as otherwise provided in this Agreement, Shikada will be eligible for, and shall receive, all regular benefits (e.g., health insurance, CalPERS contributions paid by City) and vacation, sick leave, and management leave as are generally set forth in the Compensation Plan for Management and Professional Personnel and Council Appointees, as it may be amended or updated from time-to-time by the City Council. Shikada shall comply with all rules and procedures, and shall make any and all employee contributions (such as employee contributions towards the City's CalPERS contribution) set forth in the Compensation Plan for Management and Professional Personnel and Council Appointees. 6. Additional Benefits and Allowances. In addition to the benefits specified in section 5, Shikada will receive the following additional benefits and allowances. 6.1. 401(a) Defined Contribution Retirement Plan. City will contribute Eighteen Thousand Five Hundred Dollars ($18,500) annually, prorated and contributed on the City's normal paydays, to a 401(a) retirement plan account established for Shikada. 6.1.1 Shikada will make any additional contributions required under the plan, if any, and may make additional voluntary contributions, if permitted. 6.2. Parking. City shall provide parking at the Civic Center at no cost to Shikada. 6.3. Vacation Accrual Rate. Shikada's vacation accrual rate will be based on the maximum accrual rate as specified in the Compensation Plan for Management and Professional Personnel and Council Appointees, which is currently two hundred (200) hours per year. Page 2 Edward Shikada / Employment Agreement ,.. ; DocuSign Envelope ID: 2135C66B-BF61-44A9-8165-29594899838A 7. Housing Assistance. On or about the Employment Start Date, Shikada agrees to reside within the corporate limits of the City. 7.1. Initial Temporary Housing. The parties contemplate that initially, and continuing until a residence is purchased as described in Section 7.2 below, the City will provide assistance for housing in Palo Alto through a monthly cash payment. The City will bear the actual and reasonable monthly rental or lease cost, not to exceed Four Thousand Dollars ($4,000) per month, for rental housing located within the corporate limits of the City. 7.1.1 Shikada will keep an accurate record of all such expenses and present such records with his request for payment or reimbursement. City will advance any refundable deposits and will be reimbursed for such deposits by Shikada (including interest, if any, paid by the deposit holder) at the time the refund is paid or if the refund is refused by holder, at the time it would otherwise be due. 7.2. Long Term Housing. Within a reasonable period of time as agreed to by the parties, Shikada agrees to make his primary residence within the corporate limits of the City. The amount of the City contribution and any contribution from Shikada, the method of financing, and other elements of a purchase transaction will be determined through good faith negotiations and mutual agreement, and documented in an amendment to this Agreement. 8. Duration of Employment. Shikada understands and agrees that he has no constitutionally protected property or other interest in his employment as City Manager. He understands and agrees that he works at the will and pleasure of the City Council and that he may be terminated or asked to resign at any time, with or without cause, subject only to the requirements of Section 3 of Article IV of the Charter, a copy of which has been provided to Shikada . Shikada understands and agrees that the public hearing accorded to the City Manager upon termination as provided in Section 3 of Article IV of the Charter is not a hearing in which witnesses will be called and examined nor in which the City Manager may formally contest the reasons for termination. The hearing is solely for the purpose of affording the City Manager an opportunity to publicly respond to any reasons given for his termination by the City Council. 8.1. Severance Pay. If Shikada is terminated or asked to resign in lieu of termination, he shall receive a cash payment, or payments (without interest) at intervals specified by Shikada, equivalent to the sum of his then-current monthly salary multiplied by twelve (12) and the cash value, as reasonably determined by City, of his monthly non-salary benefits multiplied by twelve (12). The monthly non-salary benefits shall be those specified in sections 5 and 6. All normal withholdings as required by law shall be made with respect to any amounts paid under this section. 8.2. Non-Payment of Severance Under Certain Conditions. If Shikada were to be terminated after conviction of a felony, he would not be eligible for severance pay. 9. Payment of Expenses of Employment. City shall pay the following usual and customary employment expenses: 9.1. The cost of any fidelity or other bonds required by law for the City Manager. 9.2. The cost to defend and indemnify Shikada to the full extent of the law as provided by the California Government Claims Act (Government Code § 810 et seq.). Page3 Edward Shikada I Employment Agreement DocuSign Envelope ID: 2135C66B-BF61-44A9-8165-29594899838A 9.3. Reasonable dues for Shikada's membership in professional organizations associated with the office of City Manager. City will allow Shikada reasonable time away from the City to attend the meetings and annual conferences of such organizations and will pay the cost of such attendance in accord with applicable City policies and procedures. The organizations and activities include but are not limited to the International City/County Management Association, League of California Cities, Alliance for Innovation and California City Management Foundation. 9.4. The cost of attending other conferences or events (i.e. retirement dinners, out of town meetings, etc.) necessary to the proper discharge of his duties. 10. Miscellaneous. 10.1. Notices. Notices given under this Agreement shall be in writing and shall be either: a. Served personally; or b. Delivered by first-class United States mail, certified, with postage prepaid and a return receipt requested; or c. Sent by Federal Express, or some equivalent private mail delivery service. Notices shall be deemed received at the earlier of actual receipt or three (3) days following deposit in the United States mail, postage prepaid. Notices shall be directed to the addresses shown below, provided that a party may change such party's address for notice by giving written notice to the other party in accordance with this subsection. CITY: Attn: Mayor City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Phone: (650) 329-2226 SHIKADA: Edward Shikada c/o 250 Hamilton Avenue Palo Alto, CA 94301 Phone: (650) 329-2563 10.2. Entire Agreement/Amendment. This Agreement constitutes the entire understanding and agreement between the parties as to those matters contained in it, and supersedes any and all prior or contemporaneous agreements, representations and understandings of the parties. This Agreement may be amended at any time by mutual agreement of the parties. Any such amendment must be in writing, dated, approved in the same manner as the original Agreement, and signed by the parties and attached hereto. 10.3. Attorney's Fees. If any legal action or proceeding is brought to enforce or interpret this Agreement, the prevailing party as determined by the court shall be entitled to recover from the other party all reasonable costs and attorney's fees, including such fees and costs as may be incurred in enforcing any judgment or order entered in any such action. 10.3.1 Alternate Dispute Resolution. Nothing in this subsection shall be read to prevent the parties from agreeing to some alternative method of dispute resolution. Page4 Edward Shikada I Employment Agreement 1 DocuSign Envelope ID: 2135C668-BF61-44A9-8165-29594899838A 10.4. Severability. In the event any portion of this Agreement is declared void or unenforceable, such portion shall be severed from this Agreement and the remaining provisions shall remain in effect, unless the result of such severance would be to substantially alter this Agreement or the obligations of the parties, in which case this Agreement shall be immediately terminated. 10.5. Waiver. Any failure of a party to insist upon strict compliance with any term, undertaking, or condition of this Agreement shall not be deemed to be a waiver of such term, undertaking, or condition. To be effective, a waiver must be in writing, signed and dated by the parties. 10.6. Employee's Independent Review. Employee acknowledges that he has had the opportunity and has conducted an independent review of the financial, tax and legal effect of this Agreement. Employee acknowledges that he has made an independent judgment upon the financial, tax and legal effects of this Agreement and has not relied upon any representation of City, its officers, agents or employees other than those expressly set forth in this Agreement. 10.7. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Shikada and City agree that venue for any dispute shall be in Santa Clara County, California. 10.8. Section Headings. The headings on each of the sections and subsections of this Agreement are for the convenience of the parties only and do not limit or expand the contents of any such section or subsection. Dated: City Clerk Dated: Approved as to Form: c~~··s;.., Page 5 CITY OF PALO ALTO Edward Shikada Edward Shikada Dated: 9/11/2018 Edward Shikada I Employment Agreement City of Palo Alto (ID # 10719) City Council Staff Report Report Type: Informational Report Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: Utilities Quarterly Report for Q4 FY 2019 (info) Title: Utilities Quarterly Report for Q4 FY 2019 From: City Manager Lead Department: Utilities Recommendation This report is for information only. No action is requested. Executive Summary This update, on water, gas, electric, wastewater collection and fiber utilities, efficiency programs, legislative/regulatory issues, utility-related capital improvement programs, operations reliability impact measures and a utility financial summary, is for the Council and Utilities Advisory Commission’s (UAC’s) information. This update has been prepared to keep the UAC and Council apprised of the major issues that are facing the water, gas, electric, wastewater collection and fiber utilities. Items of special interest for FY 2019 include: • Electric Utility: Hydroelectric generation for FY 2019 was roughly 17% above average. While precipitation was high in the winter of 2018/2019, leading to high hydroelectric generation in Q3 and Q4 of FY 2019, generation in Q1 and Q2 was lower due to lower than average precipitation in the preceding water year. The City’s generation for FY 2019 was 20% above load, as compared to 10% above load in an average hydro year. This, along with sales of local generating capacity associated with renewable contracts in Southern California, resulted in $7.4 million in higher revenue, despite the fact that electricity sales were 3% lower than projected. Costs for the electric utility in FY 2019 were 9.1% ($15.5 million) below budget, of which $2 million was related to electric supply cost savings, $7 million related to lower than projected operations and maintenance spending, and $6.5 million related to capital projects that were deferred. These one-time savings can be used to replenish various reserves that were depleted during the last drought. (pages 3, 9, 21, 24) • Gas Utility: Gas market prices spiked in the winter of 2018-2019. Utility costs increased substantially, but because most costs were passed through to customers, the net impact on the utility’s financial position was minimal. Offsetting the increased costs, staff began purchasing discounted gas from MuniGas that will reduce annual costs by about $1 million City of Palo Alto Page 2 per year in the long term. Savings since November 2018 from the MuniGas purchase are $530,000. (pages 10-11, 22, 24) • Water Utility: Water consumption and costs for FY 2019 were both about 7% below budget due to higher than anticipated precipitation. Revenues were similar to forecasts. While retail sales revenues were lower due to the lower forecasts, interest on reserves was higher than projected, compensating for the lower retail sales. Expenses were significantly lower due to delays in various capital projects, but these funds are expected to be expended in the next fiscal year. (pages 12-13, 22, 24) • Wastewater Utility: Revenues for the Wastewater Collection utility were roughly in line with forecasts for FY 2019, but expenses were substantially lower due to delayed capital projects, which are expected to be completed in FY 2020. (page 22) • Fiber Utility: An update on rebuild work on the dark fiber network and an update on the Fiber to the Node RFP is provided. A new Fiber Network Expansion Request for Proposals (RFP) has been issued with the goal of getting a contract in place by the end of 2019. (pages 13-15) • CPAU has received Smart Energy Provider certification from the American Public Power Association. The designation recognizes utilities who implement best practices in customer program design and implementation and customer experience. (page 15) • CPAU issued its Mayor’s Green Building Awards in August, held a ribbon cutting of a 2.3 MW solar system at the HP campus, and kicked off its Sunshares solar group buy program. (pages 15-17) • A digest of major outreach efforts is provided on pages 17-18, including outreach related to PG&E’s Public Safety Power Shutoff program and Public Power and Public Natural Gas week. • Several pilot and sustainability programs are summarized on pages 18-19, including an update on EV rebate programs. • Major legislative and regulatory items are summarized on pages 19-21. Major topics include electric system reliability (central capacity procurement), new monitoring rules for certain chemicals (PFAs), and an increase in PG&E gas transmission rates that will affect Palo Alto. Attachments: • Attachment A: Utilities Quarterly Report Q4 FY19 Utilities Quarterly Update Fourth Quarter of Fiscal Year 2019 December 2019 Quarterly Update for Fourth Quarter of FY 2019 December 2019 i Utilities Quarterly Update Table of Contents i. Electricity ................................................................................................................... 3 Electric Supplies ............................................................................................................................................ 3 Electric Budget and Portfolio Performance .................................................................................................. 6 ii. Natural Gas............................................................................................................... 10 Gas Supply Retail Rates ............................................................................................................................... 10 Gas Budget and Portfolio Performance ...................................................................................................... 10 iii. Water ....................................................................................................................... 12 Water Availability ........................................................................................................................................ 12 Water Budget and Portfolio Performance .................................................................................................. 12 Water Use ................................................................................................................................................... 13 iv. Fiber Optics .............................................................................................................. 13 Commercial Dark Fiber Service ................................................................................................................... 13 v. Efficiency Programs .................................................................................................. 15 vi. Communications Highlights ....................................................................................... 17 vii. Innovation and Pilot Programs .................................................................................. 18 Program for Emerging Technologies ........................................................................................................... 18 Electrification Activities .............................................................................................................................. 19 i. Legislative and Regulatory Issues .............................................................................. 19 State legislation ........................................................................................................................................... 20 State regulatory proceedings ...................................................................................................................... 20 ii. Utility Financial Summary ......................................................................................... 21 Electric Utility Overview .............................................................................................................................. 21 Gas Utility Overview.................................................................................................................................... 22 Water Utility Overview ............................................................................................................................... 22 Wastewater Collection Utility Overview ..................................................................................................... 22 Fiber Optic Utility Overview ........................................................................................................................ 23 Residential Bill Comparisons ....................................................................................................................... 25 Quarterly Update for Fourth Quarter of FY 2019 December 2019 ii List of Figures Figure 1: Electric Supply Resource Actual and Projection, 2018 to 2020 (as of October 8, 2019) ............... 4 Figure 2: CY 2019 Monthly Electric Supply Resource Projection (as of October 8, 2019) ............................ 5 Figure 3: Northern California Peak Electric Prices (as of September 16, 2019) ........................................... 6 Figure 1: FY 2019 Electric Load and Resource Balance ................................................................................. 8 Figure 2: FY 2019 Electric Market Prices ....................................................................................................... 9 Figure 3: CPAU’s Gas Commodity Rates—FY 2013 through FY 2019 ......................................................... 10 Figure 4: Natural Gas – Budget vs. Actual ................................................................................................. 11 Figure 5: Natural Gas Prices ($/MMBtu) – Malin, Citygate and Palo Alto Net Purchase Costs ............... 11 Figure 6: Cumulative Redwood Pipeline Cost vs. Market Benchmarks .................................................... 12 List of Tables Table 1: FY 2019 Electric Load and Generation Compared to Budget Projections ...................................................................................................................................................................... 7 Table 2: FY 2019 Electric Utility Supply Cost Summary ............................................................................... 9 Table 3: Status to date of all applications to the Program for Emerging Technologies ............................. 19 Table 4: Utilities Financials, FY 2019 ........................................................................................................... 24 Table 5: Operations Reserves, as of Ending FY 2019 ($000) ....................................................................... 24 Table 6: Residential Electric Bill Comparison ($/month) ............................................................................ 25 Table 7: Residential Natural Gas Bill Comparison ($/month) ..................................................................... 25 Table 8: Residential Water Bill Comparison ($/month) .............................................................................. 25 Table 9: Residential Wastewater Collection (Sewer) Bill Comparison ($/month) ...................................... 25 Table 10: Median Residential Overall Bill Comparison ($/month) ............................................................. 26 Table 11: Q4 FY 2019 Reserve Report from the City’s Financial System (‘000) .......................................... 27 Quarterly Update for Fourth Quarter of FY 2019 December 2019 3 i. Electricity Electric Supplies Western Area Power Administration (Western) Issues Water year1 2019 was an above-average precipitation year that resulted in above-average reservoir levels across the state. For Q4 of fiscal year (FY) 2019, Western delivered 180 GWh to the City (125% of long-term average levels, which is about 140% the amount that was delivered in Q4 of FY 2018). For FY 2019 as a whole, Western generated 382 GWh (5% above long-term average supply levels, and 7% above FY 2018 levels). For FY 2020, Western is projected to generate 444 GWh (22% above long-term average supply levels, and 16% above FY 2019 levels). Calaveras Hydroelectric Project Issues As of June 30, 2019, total Calaveras project water storage was at 189,000 ac-ft, or full capacity, at New Spicer Meadows Reservoir (NSMR). The historical average storage level for NSMR for the end of June is 148,469 ac-ft, while end-of-June storage for the most recent wet year, 2017, was 185,695 ac-ft. As of September 30, 2019, the total project was at 122,327 ac-ft of storage. Average end of September NSMR storage since 1990 has been 104,248 ac-ft. For Q4 FY 2019, the Calaveras project generated 103 GWh (more than triple the amount that was delivered in Q4 of FY 2018). For FY 2019 as a whole, the project generated 195 GWh (70% above FY 2018 supply levels). In FY 2020, the project is projected to generate 125 GWh (36% below FY 2019 supply levels). Electric Load and Resource Balance Palo Alto’s electric supply portfolio for CY 2019 saw significant volumes of surplus energy, largely owing to an above-average hydro year. The City sold, on a forward basis, nearly 154 GWh of surplus energy (~17% of load) during the spring and summer months of CY 2019, to manage the surplus position. In addition, due to the availability of surplus carbon neutral supplies, as well as the feedback provided by the UAC at its June 5, 2019 meeting, Palo Alto sold Bucket 1 RPS resources that exceeded the City’s load on an annual basis for CY 2019. Since these transactions were index-based (plus a REC premium), they did not impact the City’s energy price exposure (and are therefore not reflected in the load-resource balance charts shown in Figure 1 and Figure 2 below). They will, however, change Palo Alto’s RPS level, but the City will still far exceed the state’s RPS compliance requirements. The City also made some forward energy purchases for the off-peak hours of the upcoming winter months (Nov 2019 – Jan 2020), to manage the portfolio energy deficits in those months. CY 2020 is currently projected to be a slightly drier hydro year than CY 2019. Overall electric supply resources are projected to be surplus to load by 22% for CY 2019, and by 19% for CY 2020. However, some periods saw significant surplus positions while other periods see deficit positions (see Figure 2 below, representing the monthly load and resource balance for CY 2019). 1 A “water year” is defined as the 12-month period from October 1 through September 30. “Water year 2019” refers to the period from October 1, 2018 through September 30, 2019. Quarterly Update for Fourth Quarter of FY 2019 December 2019 4 As mentioned earlier, some of the monthly surplus/deficit positions were sold/purchased as generic energy ahead of time, while the rest were settled in the spot market through the California Independent System Operator. Figure 1: Electric Supply Resource Actual and Projection, 2018 to 2020 (as of October 8, 2019) Quarterly Update for Fourth Quarter of FY 2019 December 2019 5 Figure 2: CY 2019 Monthly Electric Supply Resource Projection (as of October 8, 2019) Electric Market Price History and Projections As of September 16, 2019, the price for on-peak energy for November 2019 in Northern California was $37.60 per megawatt-hour (MWh)2, while the prices for December 2019 and January 2020 were $44.86/MWh and $43.62/MWh, respectively. These values are approximately $5.84/MWh (or 12%) lower than they were at the time of the last quarterly report.3 On-peak prices for calendar year strips are in the range of $38/MWh to $40/MWh for 2020 through 2022. These prices are approximately $4.06/MWh lower than they were at the time of the last quarterly report. Figure 3 below illustrates historical monthly on-peak prices and projected monthly forward prices for Northern California from 2005 through 2023. 2 Note that $37.60 per megawatt-hour is equal to 3.760 cents per kilowatt-hour. 3 Market prices for the previous quarterly report were from June 28, 2019. Quarterly Update for Fourth Quarter of FY 2019 December 2019 6 Figure 3: Northern California Peak Electric Prices (as of September 16, 2019) Electric Budget and Portfolio Performance Electric Load, Generation, and Supply Cost Summary Compared to Budget Estimates Table 1 and Figure 4 below summarize the City’s electric supply sources through Q4 FY 2019. Load was about 4% lower than budget. Hydro generation from Calaveras and Western were 30% above budget forecasts, and solar generation was 6% above budget forecast. Due to higher than expected generation from all resources, Quarterly Update for Fourth Quarter of FY 2019 December 2019 7 CPAU had to sell power on the spot and forward market. Net market sales through Q4 FY 2019 were roughly 227 GWh, or 25% of load. Table 1: FY 2019 Electric Load and Generation Compared to Budget Projections Quarterly Update for Fourth Quarter of FY 2019 December 2019 8 Figure 4: FY 2019 Electric Load and Resource Balance Quarterly Update for Fourth Quarter of FY 2019 December 2019 9 Table 2 below shows CPAU’s supply cost by cost category through Q4 FY 2019. Supply costs were $7.7 million or 9% below budget primarily due to higher than expected market sales. Table 2: FY 2019 Electric Utility Supply Cost Summary Electric Market Prices Figure 5 shows monthly market prices. Electric market prices have been slightly higher than budget through Q4 FY 2019. Figure 5: FY 2019 Electric Market Prices Quarterly Update for Fourth Quarter of FY 2019 December 2019 10 ii. Natural Gas Gas Supply Retail Rates The commodity portion of CPAU’s retail gas rates for all customers varies every month depending on the market price of natural gas. Figure 3 below shows the actual commodity rates charged from FY 2013 through FY 2019. There was a temporary commodity price spike during the winter months of FY 2019 due to low regional gas storage and colder than expected temperatures, which led to increased demand and prices. Gas commodity prices have since returned to normal. Figure 6: CPAU’s Gas Commodity Rates—FY 2013 through FY 2019 These rates can also be found on the web at: http://www.cityofpaloalto.org/civicax/filebank/documents/30399. Muni Gas Prepay On September 15, 2014, Council adopted Resolution #9451 authorizing the City’s participation in a natural gas purchase from Municipal Gas Acquisition and Supply Corporation (MuniGas) for the City’s entire retail gas load for a period of at least 10 years. The MuniGas transaction includes a mechanism for municipal utilities to utilize their tax-exempt status to achieve a discount on the market price of gas. The program has reduced $692K in commodity costs for customers since its inception in November 2018. Gas Budget and Portfolio Performance Supply Volumes and Costs: Budget vs. Actual Figure 7 compares actual natural gas supply volumes and costs with the FY 2019 budget. Natural gas use through Q4 FY 2019 was 4.1% higher than the budget forecast, however, costs were 24.8% higher than budget due to high commodity prices during November through March. Quarterly Update for Fourth Quarter of FY 2019 December 2019 11 Figure 7: Natural Gas – Budget vs. Actual Figure 5 shows actual gas prices at Malin, PG&E Citygate and Palo Alto Net Purchase Cost. Natural Gas prices were higher than average this winter nationwide but have returned to normal. Figure 8: Natural Gas Prices ($/MMBtu) – Malin, Citygate and Palo Alto Net Purchase Costs Value of CPAU’s Share of Redwood Pipeline Capacity Figure 6 shows the value of the Redwood gas transmission line at month-ahead market prices and the volumetric cost of using that transmission line. The Redwood pipeline allows the City to buy gas at the receipt point of Malin, Oregon and transport the gas to “PG&E Citygate”, which is normally a higher priced receipt point. The City’s share of the Redwood pipeline was a net benefit to the Gas Utility of $587K through Q4 FY 2019. This is the difference between the cumulative value of Redwood capacity of $1,424K (the difference of the monthly index prices at the ends of the Redwood pipeline in Malin, Oregon and PG&E Citygate) and the cumulative transportation cost of using the Redwood pipeline of $837K. Quarterly Update for Fourth Quarter of FY 2019 December 2019 12 Figure 9: Cumulative Redwood Pipeline Cost vs. Market Benchmarks iii. Water Water Availability The precipitation season is just beginning. More information on water supply availability will be shared in the next Quarterly Report. Recycled Water Strategic Plan The Northwest County Recycled Water Strategic Plan (see Staff Report 6700) is complete and will be recommended to the UAC for Council acceptance in January 2020. The UAC discussed the local water reuse alternatives identified in the report and a potential regional water reuse agreement with Valley Water at its September 2019 meeting. A Council study session on the same topics was held two weeks later. The agreement with Valley Water is scheduled for Council consideration on November 18, 2019. Water Budget and Portfolio Performance Supply Volumes and Costs: Budget vs. Actual Figure 12 below compares actual water supply volumes and costs to the FY 2019 budget projections. Actual water supply volumes and costs through Q4 FY 2019 were 7.4% and 6.7% lower than budget respectively. Figure 12: Water Consumption and Cost – Budget vs. Actual Quarterly Update for Fourth Quarter of FY 2019 December 2019 13 Water Use Water use through Q4 FY 2019 was slightly lower compared to FY 2018. A factor in the decrease can be attributed to increased precipitation during the Spring season. Figure 13 below shows the monthly water purchases in FY 2019, compared with FY 2013, FY 2017 and FY 2018. Figure 13: Potable Water Use iv. Fiber Optics Commercial Dark Fiber Service The total number of commercial dark fiber customers at the end of FY 2019 Q4 was 92 accounts (91 commercial accounts and 1 City account). The total number of active dark fiber service connections serving commercial and City customers is 207 (some customers have multiple connections). Commercial customers generate Quarterly Update for Fourth Quarter of FY 2019 December 2019 14 approximately 81% of the dark fiber license revenues. The remaining 19% of licensing revenues is from City departments. Fiber Optic Network Rebuild Project The rebuild project will install new aerial duct or substructure (conduit and boxes), in addition to fiber backbone cable to increase capacity for sections of the dark fiber ring that are at or near capacity. This project will allow CPAU to meet customer requests for services. The project areas primarily cover the Stanford Research Park, Palo Alto Internet Exchange (PAIX)/Equinix at 529 Bryant, and Downtown areas. This project basically “overlays” new fiber over existing fiber routes in the network. Existing fiber will continue to serve City facilities and commercial dark fiber customers. Rebuild Work Completed The route from PAIX at 529 Bryant to the Park Boulevard Substation has been completed. This phase of the project included substructure work, fiber pulling and cabinet installation. The new fiber installed for the backbone rebuild is 312-count single-mode fiber (2 x 144-count single-mode fiber, plus 24-count single-mode fiber). Rebuild Work Scheduled in 2019-2020 • Field investigation of the path from Park Boulevard Substation to Hansen Way Substation and then to Hanover Substation to determine the level of substructure work required to continue the new fiber backbone. Completed February 2019. • Complete design of the new fiber backbone from Park Boulevard Substation to the Stanford Research Park area. Originally scheduled to be completed by end of March 2019; updated schedule – design start date September 2019; expected completion November 2019. • Install substructure for the new fiber path from Park Boulevard Substation to the Stanford Research Park area. Originally scheduled to begin April/May 2019; updated schedule – begin substructure work April 2020. • Install dark fiber cable beginning June 2019; updated schedule – begin Installation of fiber cable July 2020. All scheduled rebuild work noted above is tentative and subject to change. Changes in schedule are due to staffing constraints in engineering and higher competing priority projects. The estimated cost for the rebuild is between $500,000 and up to $1,000,000 for substructure work. Another $250,000 for the overhead portion of the work is allocated for the project. CPAU crews will perform the equipment installation, cable pulling and terminations. CPAU’s substructure contractor will install the conduit and boxes. Request for Proposal for Phased Fiber Expansion Staff is working on the following project to expand the fiber network: In response to a City Council Motion on June 24, 2019, which directed staff to reissue the Fiber-to-the-Node (FTTN) Request for Proposals (RFP), a new RFP was issued on September 10, 2019, to solicit one or more qualified consultant(s) under a Professional Services Agreement to begin a multi-phase fiber network expansion to support Advanced Metering Infrastructure (AMI), Supervisory Control and Data Acquisition (SCADA) Systems, and Wireless Communication Technologies. A pre-proposal teleconference for potential respondents occurred Quarterly Update for Fourth Quarter of FY 2019 December 2019 15 on September 23, 2019. The RFP submittal deadline was October 21, 2019. Bid evaluations and vendor interviews are planned for mid-November 2019. A contract award will be recommended to the Council by the end of 2019. This project is divided into four phases in the RFP scope of work: Phase 1 seeks a high-level design and cost estimate for fiber expansion to support Advanced Metering Infrastructure (AMI), Supervisory Control and Data Acquisition (SCADA), and wireless communication for City field staff and other City services; Phase 2 seeks a detailed engineering design and cost estimate for fiber expansion to support AMI, SCADA, and wireless communication for City field staff and other City services; Phase 3 seeks a business case and high-level design for a citywide Fiber-to-the Premises (FTTP) network. The FTTP network and high-level design in the business case should expand on the fiber network for AMI, SCADA and wireless communication; and Phase 4 seeks a detailed engineering design, cost estimate and a phased deployment approach for FTTP. Contingent on Council approval, staff expects to enter into a contract(s) for all four phases with the selected consultant(s). For Phase 1, the consultant will prepare a final report that will include presentations before the Utilities Advisory Commission by the first quarter of 2020 and for the City Council at a public meeting by the second quarter of 2020. Work on Phases 2, 3 and 4 is contingent on staff’s review and approval of the Phase 1 deliverables, and direction from the City Council to proceed. Staff plans to issue separate RFPs for construction and construction management services for any Phases approved by the City Council for implementation. v. Efficiency Programs CPAU earns the Smart Energy Provider designation from the American Public Power Association The City of Palo Alto Utilities has earned a Smart Energy Provider (SEP) designation from the American Public Power Association for demonstrating commitment to and proficiency in energy efficiency, distributed generation, and environmental initiatives that support a goal of providing low-cost, quality, safe, and reliable electric service. The SEP designation, which lasts for two years (December 1st, 2019 to November 30th, 2021) recognizes public power utilities for demonstrating leading practices in four key disciplines: smart energy program structure; energy efficiency and distributed energy programs; environmental and sustainability initiatives; and the customer experience. This is the first year the Association has offered the SEP designation. CPAU joins more than 60 public power utilities nationwide that received the inaugural SEP designation. HP Solar Ribbon Cutting The City and HP hosted a ribbon-cutting ceremony earlier this month to celebrate completion of a new solar array project on the company’s Palo Alto campus this month. The project combines rooftop and carport solar photovoltaic (PV) systems, which are projected to generate 2,355 megawatt hours of energy, or the equivalent Quarterly Update for Fourth Quarter of FY 2019 December 2019 16 to powering 263 average Palo Alto homes each year. HP is selling the electricity back to CPAU through the Palo Alto CLEAN feed-in tariff program, and this project is now the largest of six solar projects participating in the CLEAN program. The 2018 Mayor’s Green Business Leader Awards On August 19, the City and Mayor Filseth honored 13 companies with the Mayor’s Green Business Leader Award. This award honors the exceptional efforts of Palo Alto Businesses that have earned a U.S. Environmental Protection Agency Energy Star Certification, a U.S. Green Building Council’s LEED Certification, or both in 2018. This year, we honored 13 companies with a total of 34 buildings, representing over two million square feet of very efficient commercial floor space in Palo Alto. SunShares Solar Group Buy For the fifth year in a row, the City of Palo Alto is participating in Bay Area SunShares, a solar group-buy program administered by Building Council for Climate Change (BC3). Residents and employees of companies in our community are eligible for the program’s discounts of roughly 15% on rooftop solar. Two solar installers (Solar Technologies and SkyTech Solar) have been vetted and selected through an RFP process. Two Nissan dealerships—one in Redwood City and one in Richmond—are offering the Nissan Leaf at discounted prices. The program runs for a limited time: registration opened on August 1 and closes on November 15. CPAU held a free educational workshop on Saturday September 21. Contracts for solar installations must be signed by December 31, 2019. Events and Workshops – www.cityofpaloalto.org/workshops • Landscape Workshop - Rainwater Harvesting: Rain Gardens, Rain Barrels, and Cisterns – December 7 • Landscape Workshop - Pruning and Making New Plants from Old – November 23 Quarterly Update for Fourth Quarter of FY 2019 December 2019 17 • Electric Cars Demystified – October 23 • Electrification Expo – October 10 • Landscape Workshop with BAWSCA (topic TBD) – October 5 • Landscape Workshop with BAWSCA (topic TBD) – September 28 • SunShares Workshop – September 21 • Midtown Ice Cream Social community event – September 15 • Silicon Valley Safety and Preparedness Fair – July 27 • MSC Open House – July 5 • Community Appreciation Event for Upgrade Downtown Construction – June 11 • Facilities Managers Meeting - June 6 - at VMWare - presentations on the VMWare Microgrid Project, Decarbonization, Distributed Energy Resources, EV chargers installation options, and utility rate changes. • Maintaining Native Gardens and Leak Detection - June 1 • Is an Electric Vehicle Right for You - May 28 • Irrigation Equipment Upgrades and Landscape Water Use Efficiency - May 11 • Recycled Water Strategic Meeting – April 30 • Great Race for Saving Water & Earth Day Festival – April 13 vi. Communications Highlights This section summarizes communications highlights, updates on major campaigns and noteworthy events. Copies of all current and past ads and bill inserts are available online at cityofpaloalto.org/UTLbillinsert New Transformer for Colorado Substation: A new $1.5M, 200,000 KVA transformer was delivered to the City's Colorado Substation on September 20. The new transformer is a replacement for one of the three, nearly fifty- year old units, that receive 115KV primary power from “the grid” and lower it to 60KV to feed Palo Alto’s many substations. Watch our photo slideshow of the journey from Colombia, South America to Palo Alto. During the first week of October, the transformer accessories were installed, and the transformer was filled with dielectric oil. The project includes a new 115KV circuit breaker and protective relays and will provide reliable power to our customers for many years to come. The new transformer is scheduled to be energized in early 2020. PG&E Public Safety Power Shutoff: As a safety precaution, Pacific Gas and Electric (PG&E) continues to issue periodic advanced notification of potential public safety power shutoffs for Santa Clara County and the San Francisco Bay Area. City staff are sharing messaging with community members to help them prepare for potential extended power outages. The City always recommends that people be prepared for unexpected emergencies and utilize resources at www.cityofpaloalto.org/preparedness We Are #CommunityPowered - Celebrating Public Power & Natural Gas Week: The week of October 6-12, we celebrated Public Power & Public Natural Gas Week. Our community-owned utility has been empowering Palo Alto for over 100 years! City of Palo Alto municipal utility customers benefit from local control and policy setting, community values-driven programs and services, support for Fire, Police, Library and other City services, reliable and safe operations, responsiveness and accountability to utility customers, and competitive rates. We asked community members to tell us what they value about their community-owned utility by taking a photo and sharing it with us via social media using the hashtag #CommunityPowered Quarterly Update for Fourth Quarter of FY 2019 December 2019 18 Utility Meter Audits in Progress: The Utilities Department is performing an audit of all utility meters in the City in preparation for ultimate rollout of an advanced metering infrastructure. The contractor, PMI Inc., is notifying customers prior to performing the audit in their area. City of Palo Alto Utilities & Wildfire Safety - Utilities is updating its wildfire mitigation plan and will be presenting it to City Council for approval in December. Utilities Events Electric Cars Demystified Workshop - October 23 Bay Area Home Electrification Expo – October 10 Emergency Preparedness Event at First Congregational Church of Palo Alto – September 22 EV Ride and Drive with Acterra During National Drive Electric Week - September 22 SunShares Workshop - September 21 EV Technical Assistance Program Soft Launch Workshop - September 18 Midtown Ice Cream Social - September 15 vii. Innovation and Pilot Programs Program for Emerging Technologies CPAU’s Program for Emerging Technologies, or PET, (www.cityofpaloalto.org/UTLInnovation) provides the opportunity for local businesses and organizations to submit proposals for innovative and impactful products to CPAU for review as a prospective partner. The goal is to find and nurture creative products and services that will manage and better use electricity, gas, water and fiber optic services. From the program’s inception in June 2012 through the first quarter of FY 2020, the program has received a total of 87 applications. Table 3 below summarizes the status of all applications through the first quarter of FY 2020. In the first quarter of FY 2019, CPAU submitted two letters of support for start-ups with innovative solutions for electricity distribution system optimization and management. Two of the applications from FY 2019 may have potential as emerging technology pilots and are still going through secondary review and scoping of potential projects. In the first quarter of FY 2020 CPAU elected to close a one-year pilot with the start-up UrbanLeap-- a platform for streamlining intake, ranking, and tracking of innovative pilot projects within local governments. There is potential to use UrbanLeap or another platform for interdepartmental collaboration throughout the City, but the scale of the Program for Emerging Technologies does not warrant using a dedicated software as a Utilities- only solution. Quarterly Update for Fourth Quarter of FY 2019 December 2019 19 Table 3: Status to date of all applications to the Program for Emerging Technologies Deadline Total Received Under Review Declined/Closed Active Completed FY 2013 13 0 11 0 2 FY 2014 15 0 11 0 4 FY 2015 15 0 11 0 3 FY 2016 14 0 9 0 5 FY 2017 10 0 7 0 3 FY 2018 10 0 9 0 1 FY 2019 9 2 4 0 3 FY 2020 1 0 1 0 0 TOTAL 87 2 63 0 21 Electrification Activities EV Charger Rebate Program and New EV Solutions and Technical Assistance Program CPAU staff and its contractor CleaResult, met with a small group of multifamily and nonprofit representatives who have expressed interest in the EV Solutions and Technical Assistance Program. This “soft launch” for the program allowed for an active discussion of what questions and concerns are on the customer’s mind and what obstacles they foresee regarding installing EV chargers at the facilities. This proved to be a useful interaction for all involved and many follow up site visits were scheduled following the meeting. State Proposes $33M in New Funding for Electric Vehicle Charging in Santa Clara and San Mateo Counties: The California Energy Commission is partnering with five local energy agencies to launch an incentive project for the installation of public electric vehicle (EV) charging stations throughout Santa Clara and San Mateo counties. This project, which is expected to launch in spring 2020, is an initiative of the California Electric Vehicle Infrastructure Project (CALeVIP), which aims to develop and implement regional incentives to support statewide adoption of EVs. CEC is proposing $33M in matching funds to these local agencies, pending approval by their respective governing boards or city councils. By leveraging local investment, CALeVIP funds will further expand EV charging accessibility in the region. Special Nissan Leaf Rebates for Public Power Utilities: In addition to SunShares, Palo Alto Utilities customers were eligible for rebates on a Nissan Leaf electric vehicle through September 30. This was a new rebate program offered by the American Public Power Association (APPA) and Nissan the 2019 Nissan Leaf Standard and 2019 Nissan Leaf ePlus. Try an Induction Cooktop For Free: This summer, CPAU began offering a new program for our customers to test out an electric induction cooktop. This is a new loaner program in partnership with Acterra to encourage adoption of electric appliances. i. Legislative and Regulatory Issues While the City operates on the Fiscal Year (July through June), the State legislature operates on the calendar year and the federal government, on the Federal Fiscal Year (October to September). In order to provide Quarterly Update for Fourth Quarter of FY 2019 December 2019 20 accurate and timely information, CPAU Legislative staff notes here current issues we are working on at the time of this report, regardless of each entity’s operating year. State legislation The State legislature concluded its 2019 session in September, and the Governor has acted on all bills. Below, we note the final disposition of the bills we’ve reported on in these quarterly updates. Staff will appear before the UAC in December to discuss the 2019 session and preview the 2020 session. Water AB 756 (Garcia): Public water systems: perfluoroalkyl and polyfluoroalkyl substances. Authorizes the Water Board to order a public water system to monitor for PFAS chemicals and establishes a separate customer notification process as a result of any confirmed detection. Signed into law. SB 134 (Hertzberg): Water conservation: water losses: enforcement. Prohibits the Water Board from imposing liability for violation of the performance standards for the volume of water losses except as part of the enforcement of an urban water use objective. Signed into law. Electricity AB 56 (Garcia, E.): Electricity: procurement by the California Alternative Energy and Advanced Transportation Financing Authority. Authorizes an existing state entity to procure energy on behalf of IOUs, CCAs, and ESPs in order to meet gaps in procurement. While all references to POUs were deleted, CPAU continues to monitor the bill as it sets new precinct in establishing the State as a central buyer for energy procurement. 2 year bill; meaning, it carries over into the 2020 session. SB 676 (Bradford): Transportation electrification: electric vehicles: grid integration. Mandates that larger POUs (those that must file Integrated Resource Plans) “consider” Electric Vehicle grid integration strategies in our IRPs. Signed into law. State regulatory proceedings Below, staff notes the issues we tracked or engaged in with various agencies during the last quarter: Energy Commission Power Source Disclosure regulations; SB 100 implementation kick off; Renewables Portfolio Standard regulations Air Resource Board Low Carbon Fuel Standard regulations Public Utilities Commission: PG&E Rate Case A final decision on PG&E’s 2019 Gas Transmission and Storage (GT&S) proceeding was issued in September. The adopted revenue requirement is about 10% less than that in PG&E’s original proposal mainly due to updated forecasts. Palo Alto expects to see a 5.5% increase in local transmission rates and a 19% increase in Quarterly Update for Fourth Quarter of FY 2019 December 2019 21 backbone transmission rates. The increases are largely due to the 2015 Aliso Canyon storage leak and the resulting new storage field regulations. PG&E’s storage facilities will require significant upgrades. Part of PG&E’s plan involves retiring older storage fields that will be too expensive to operate under the new rules and relying heavily on Independent Storage Providers (ISPs) to provide the needed storage services on the system. Federal legislation No changes from the last quarterly report. ii. Utility Financial Summary This section describes the unaudited actual financial results for FY 2019 for all Utilities funds. The Council- adopted long-term Financial Plans for the Electric, Gas, Wastewater Collection, and Water Funds have been updated for FY 2020 during the budget review process. Electric Utility Overview Sales for FY 2019 overall were 3.1% lower than forecasted in the FY 2019 Financial Plan, however overall revenues were 4.5% higher than originally projected by about 4.5%. This increase is due to favorable revenue from surplus hydro sales, a trend which is anticipated to continue into FY 2020. Total expenses were 9.1% lower relative to the forecast in the FY 2019 Financial Plan. About $2 million can be attributed to lower than expected electricity purchase costs resulting from lower sales, $7 million related to lower operations and maintenance, customer service and demand side management expenses, with the remainder a result of lower than projected CIP related budgeting from what was in the FY 2019 financial plan. The lower spending in operations and maintenance is related to staffing vacancies and contract funding that remains unspent due to challenges hiring contract firms in a tight labor market, and this spending is expected to be higher in future years. These savings from the FY 2019 fiscal year may enable staff to replenish various electric utility reserves that were below target guideline levels, such as the Hydroelectric Stabilization Reserve, the Electric Special Projects Reserve, and the Operations Reserves, while potentially setting aside some funds for a capital reserve (which is a goal of the Utilities Strategic Plan). Staff will provide proposals and a more complete analysis in the FY 2021 Financial Plan. The starting balance for the Electric Supply Operations Reserve was below the reserve minimum guideline level at the beginning of FY 2019. In the FY18 and FY19 Financial Plans, several proposed transfers from the Hydro Rate Stabilization ($1 million) and Rate Stabilization reserves ($9 million) were proposed and approved, as well as an additional $10 million from the Electric Special Projects (ESP) reserve as a short term loan. The City executed the ESP transfer and the Rate Stabilization reserve transfer but has not executed the Hydro Rate Stabilization transfer. With the transfers performed, the Electric Supply Operations Reserves is above minimum levels at the end of FY 2019. Quarterly Update for Fourth Quarter of FY 2019 December 2019 22 The Electric Utility CIP Reappropriation and Commitment Reserves totaled $10.7 million at the end of FY 2019. Gas Utility Overview Sales for the Gas Utility in FY 2019 were 6.6% higher than forecasted in the FY 2019 Financial Plan, which led to higher than expected revenue of about $6 million. In addition, interest income was about $1 million higher than was projected. Higher sales also resulted in higher purchase costs of about $3 million. Due to a gas price spike in the winter, not all gas supply costs were passed through to the customers. Gas supply costs are passed to customers using a rate adjuster that changes monthly, but the gas price spikes occurred within the month. This had a modest impact on gas utility reserves. Furthermore, $5 million was encumbered at the end of the fiscal year for gas purchases, most of which will be returned in FY 2020. This will return to the operating reserves and may result in lower future rate increase projections. The Gas Operations Reserve was within guideline levels at the end of FY 2019 and the Rate Stabilization Reserve is projected to be exhausted by the end of 2020 to help smooth rate increases over several years. The Gas Utility CIP Re-appropriation and Commitment Reserves totaled $3.8 million at the end of FY 2019. Water Utility Overview The FY 2019 Financial Plan anticipated water usage would continue its post-drought recovery and plateau and slowly decline in the future. In FY 2019, water usage declined slightly relative to FY 2018 and is 6.3% lower than the projection in the FY 2019 Financial Plan. Revenue is similar to the projection from the FY 2019 Financial Plan. Expenses are lower than anticipated in the Financial Plan, primarily due to changes in the timing of CIP expenditures. Some CIP projects budgeted in FY 2019 or earlier, including one main replacement and seismic water system upgrades, are now projected to be completed in FY 2020. These CIP expenditure changes together with operations expense decreases have a net effect on the FY 2019 expense projections of a decrease of $14.2 million or 25.7% from the total expenses projected in the FY 2019 Financial Plan. The 2020 Financial Plan recommends moving some of these CIP funds to the CIP Reserve for use in future years, while some of the funds will be used for rate stabilization in FY 2020. The Water Operations Reserve was above the target guidelines at the end of FY 2019, however staff anticipates a transfer to the CIP reserve will bring the Operations Reserve below the maximum level. The Water Utility CIP Reappropriation and Commitment Reserves totaled $14.8 million at the end of FY 2019. Wastewater Collection Utility Overview Wastewater revenue in FY 2019 was 2.5% higher than forecasted in the FY 2019 Financial Plan. This is the net effect of increasing revenue from sales and decreasing income from connection fees and interest. Expenses were much lower than projected due to CIP projects being appropriated to future years. Staff projects higher CIP expenses in FY 2020. The Wastewater Collection Operations Reserve is within the target guideline levels at the end of FY 2019. Quarterly Update for Fourth Quarter of FY 2019 December 2019 23 The Wastewater Collection Utility CIP Reappropriation and Commitment Reserves totaled $5.7 million at the end of FY 2019. Fiber Optic Utility Overview Fiber sales of $4.6M in FY 2019 was 8% below the forecast of $5.0M. However, investment income including unrealized gains of $1.5M far exceeded forecast of $0.4M by 350%. The current market value of the City’s portfolio is 100.6 percent of the book value and last year it was 97.7 percent. The market value of securities fluctuates, depending on how interest rates perform. When interest rates decrease, the market value of the securities in the City’s portfolio will likely increase; likewise, when interest rates increase, the market value of the securities will likely decrease. Understanding and showing market values is not only a reporting requirement, but essential to knowing the principal risks in actively buying and selling securities. It is important to note, however, that the City’s practice is to buy and hold investments until they mature so changes in market price do not affect the City’s investment principal. Fiber expenses of $2.6M was 37% lower than the FY 2019 budget of $4.2M. Fiber expenses are significantly lower due to delay of the Fiber Optic System Rebuild CIP project. The CIP project delay is due to staffing constraints in engineering and higher competing priority projects. The total Fiber Optic Utility Rate Stabilization totaled $30.4 million at the end of FY 2019. Quarterly Update for Fourth Quarter of FY 2019 December 2019 24 Table 4: Utilities Financials, FY 2019 Sales Volumes Revenue $,000 Expense $,000 Net Reserve Change $,000 Electric Utility Financial Plan 910,883 MWh 164,336 (170,938) (6,602) FY 19 Actuals 882,506 MWh 171,807 (155,379) 16,428 Change from Financial Plan (28,377) MWh 7,471 15,559 23,030 (3.1%) 4.5% (9.1%) Gas Utility Financial Plan 27,289,000 therms 36,361 (38,728) (2,367) FY 19 Actuals 29,077,156 therms 43,517 (46,745) (3,228) Change from Financial Plan 1,788,156 therms 7,156 (8,017) (861) 6.6% 19.7% 20.7% Water Utility Financial Plan 4,706,962 CCF 49,619 (55,449) (5,830) FY 19 Actuals 4,411,015 CCF 49,239 (41,206) 8,033 Change from Financial Plan (295,947) CCF (380) 14,243 13,863 (6.3%) (0.8%) (25.7%) Wastewater Collection Utility Financial Plan 20,444 (23,113) (2,669) FY 19 Actuals 20,949 (17,684) 3,265 Change from Financial Plan 505 5,429 5,934 2.5% (23.5%) Fiber Optic Utility Financial Plan 4,990 (4,165) 825 FY 19 Actuals 6,155 (2,618) 3,537 Table 5: Operations Reserves, as of Ending FY 2019 ($000) Electric Supply Electric Distribution Gas Water Wastewater Collection Fiber Optic * Beginning 9,537 10,363 8,638 20,924 7,415 26,040 Change 19,172 6,173 1,328 (272) (2,025) 4,318 FY 19 Ending 28,709 16,536 9,966 20,652 5,390 30,358 Reserve Minimum 17,554 10,880 5,533 7,197 2,775 687 Reserve Maximum 35,108 16,055 11,067 14,498 6,939 1,374 * For Fiber Optics, the Reserve is the Rate Stabilization (not the Operations) Reserve Quarterly Update for Fourth Quarter of FY 2019 December 2019 25 Residential Bill Comparisons Table 6: Residential Electric Bill Comparison ($/month) As of May 1, 2019 Season Usage (KWh/mo) Palo Alto PG&E Santa Clara Roseville Summer (May-Oct) 300 $38.61 $68.92 $35.89 $66.84 365 (Median) 49.22 87.14 43.95 81.33 650 104.17 167.05 79.29 152.37 1200 210.20 321.27 147.48 306.58 Table 7: Residential Natural Gas Bill Comparison ($/month) As of May 1, 2019 Season Usage (therms per month) Palo Alto Menlo Park, Redwood City, Mountain View, Los Altos, and Santa Clara (PG&E Zone X) Roseville (PG&E Zone S) Summer (Jun-Oct) 15 $24.42 $19.62 $20.06 18 (Median) 27.12 23.54 25.78 30 43.23 46.25 48.67 45 65.27 74.86 77.28 Table 8: Residential Water Bill Comparison ($/month) As of May 1, 2019 Usage CCF/month Palo Alto Menlo Park Redwood City Mountain View Santa Clara Hayward 4 $44.99 $50.55 $54.04 $37.47 $23.92 $35.20 (Winter median) 7 67.71 72.46 76.09 58.08 41.86 56.62 (Annual median) 9 86.59 87.07 90.79 71.82 53.82 70.90 (Summer median) 14 133.79 125.41 138.94 106.17 83.72 108.51 25 237.63 210.78 267.39 222.94 149.50 201.02 Based on the FY 2013 BAWSCA survey, the fraction of SFPUC as the source of potable water supply was 100% for Palo Alto, 95% for Menlo Park, 100% for Redwood City, 87% for Mountain View, 10% for Santa Clara and 100% for Hayward. Table 9: Residential Wastewater Collection (Sewer) Bill Comparison ($/month) As of May 1, 2019 Palo Alto Menlo Park Redwood City Mountain View Los Altos Santa Clara Hayward $38.66 $93.83 $78.24 $40.80 $37.36 $42.91 $32.85 Quarterly Update for Fourth Quarter of FY 2019 December 2019 26 Table 10: Median Residential Overall Bill Comparison ($/month) As of May 1, 2019 Utility and Usage Palo Alto Menlo Park Redwood City Mountain View Santa Clara Hayward Electricity (365 kWh/mo) $ 49.22 $ 87.14 $ 87.14 $ 87.14 $43.95 $ 87.14 Gas (18 th/mo) 27.12 23.54 23.54 23.54 23.54 23.54 Wastewater 38.66 93.83 78.24 40.80 42.91 32.85 Water (9 CCF/mo) 86.59 87.07 90.79 71.82 53.82 70.90 TOTAL 201.59 291.58 279.71 223.30 164.22 214.43 Quarterly Update for Fourth Quarter of FY 2019 December 2019 27 Table 11: Q4 FY 2019 Reserve Report from the City’s Financial System (‘000) City of Palo Alto (ID # 10795) City Council Staff Report Report Type: Informational Report Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: Annual Report Development Impact Fees - Early Memo Title: Annual Status Report on the Development Impact Fees Schedule From: City Manager Lead Department: Administrative Services Recommendation This is an information report, no action is required. Discussion The Annual Status Report on Development Impact Fees provides specific information about development impact fees imposed by the City. The schedule prepared in accordance with Government Code Section 66006 (AB1600) must be made available to the public at least 15 days before the Council meeting at which it is considered and within 180 days of the close of the fiscal year. Since the report is scheduled on the City Council Agenda of January 27, 2020, it is being included as an information report this December to allow time for public notice in excess of the minimum 15-day advanced posting requirement. Additional information will be available in the January 27, 2020 report. Stakeholder Engagement This report has been prepared by the Accounting Division and reviewed by partner departments including the City Attorney’s Office and the Planning and Development Services Department. Resource Impact This is an Informational Report, so no actions or adjustments are needed at this time. Environmental Review This is not a project for purposes of the California Environmental Quality Act (CEQA). Attachments: • Attachment A-Annual Report on Development Impact Fees for FY19 Attachment A City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 Stanford Research Park/ San Antonio/West FUND El Camino Fund Bayshore Fund Purpose and Authority Traffic impact fees imposed on new Traffic impact fees imposed on new for Collection nonresidential development in the nonresidential development in the Stanford Research Park/El Camino San Antonio/West Bayshore Areas Real CS zone to fund improvements to fund capacity improvements at at eight identified intersections. four identified intersections. PAMC Ch. 16.45 PAMC Ch. 16.46 Amount of the Fee $12.85 per square foot $2.65 per square foot Fund Balance July 1, 2018 $2,288,715 $904,216 Activity in 2018-19 Revenues Fees Collected 925,290 358,553 Interest Earnings 56,145 18,407 Unrealized Gain/Loss Investments 79,431 26,834 ------------------------------------------------------- ---------------------------------------------------------- Total Revenues $1,060,866 $403,794 Expenditures Inter-agency expenses 0 0 ------------------------------------------------------- ---------------------------------------------------------- Total Expenditures 0 0 ------------------------------------------------------- ---------------------------------------------------------- Ending Balance June 30, 2019 $3,349,581 $1,308,010 Other Commitments/Appropriations Reserve for Reappropriation (2,200,000) Reserve for Unrealized Gain on Investments (15,576) (6,130) Net Funds Available $1,134,005 $1,301,880 Unexpended balance at next finding date (FY 2022-23) $2,283,139 $898,086 USE OF FEES: USE OF FEES: No expenditures have been made for this fund in Fiscal Year 2019. The $2.2M Reserve for Reappropiration is for the County of Santa Clara for support of intersection improvements at Page Mill Road/Hanover and Page Mill Road/Hansen concurrent with construction of the project at 1050 Page No expenditures have been made from this fund in Fiscal Year 2019. FUTURE USE OF FEES: Budget transfers in FY 2020 budgeted to Capital Improvement Fund in the amount of $900K for traffic signal and intelligent transportation (PL-05030) Page 1 of 10 Attachment A City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 Commercial Housing University Avenue Parking FUND In-Lieu Fund In-Lieu Fund Purpose and Authority Fees imposed on large commercial Fees collected from non-residential for Collection and industrial development to development within the University Ave. contribute to programs that increase Parking Assessment District in lieu of the City's low income and moderate- providing the required number of income housing stock. parking spaces. PAMC Ch.16.47 PAMC Ch 16.57 Amount of the Fee Hotel / Retail / Other Non Residential: $21.08 per sq. ft. Office/R&D: $36.22 per sq. ft. $70,094 per space Fund Balance July 1, 2018 $19,499,101 $5,476,120 Activity in 2018-19 Revenues Fees Collected 4,798,747 420,564 Interest Earnings 235,207 84,067 Unrealized Gain/Loss Investments 280,833 136,997 ------------------------------------------------------- ---------------------------------------------------------- Total Revenues 5,314,787 641,628 Expenditures Salaries and Benefit (16,157) Liability Insurance (57) Operating transfer to General Benefit Fund (288) ------------------------------------------------------- ---------------------------------------------------------- Total Expenditures (16,502) 0 ------------------------------------------------------- ---------------------------------------------------------- Ending Balance June 30, 2019 $24,797,386 $6,117,748 Other Commitments/Appropriations Reserve for Notes Receivable include:$1,290,000 for 2811 Alma, and $4,137,254 for 801 Alma, $7,700,000 for Bueva Vista Mobile Home Park. (13,127,254) Reserve for Reappropriations (9,000,000) Reserve for unrealized gain on investments (49,729) (32,143) ------------------------------------------------------- ----------------------------------------------------------Net Funds Available $2,620,403 $6,085,605 Unexpended balance at next finding date (FY 2022-23) $6,305,616 $5,443,977 USE OF FEES: USE OF FEES: Expenditure in Fiscal Year 2019 is $16K for a portion of Sr. (Housing) Planner salaries and benefits. The $9M Reserve for Reappropriaton is for Affordable Housing Loan Agreement: 3705 El Camino Real (Wilton Courts). No expenditures have been made from this fund in Fiscal Year 2019. FUTURE USE OF FEES: $5.5M planned to be used for the New Downtown Parking Garage (PE-15007) in FY 2022 as part of the 2020-2024 5-year Capital Improvement Plan Page 2 of 10 Attachment A City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 Development Impact Fee Development Impact Fee FUND Parks Community Centers Purpose and Authority Fees imposed on new residential and Fees imposed on new residential and for Collection non-residential development approved non-residential development approved after Jan 28, 2002 for Parks. after Jan 28, 2002 for Community Centers. PAMC Ch. 16.58 PAMC Ch. 16.58 Amount of the Fee Residential: Single family $12,333 per residence (or $18,416 per residence larger than 3,000 sq ft); Multi-family $8,073 per unit (or $4,082 per unit smaller than or equal to 900 sq ft) Residential: Single family $3,196 per residence (or $4,787 per residence larger than 3,000 sq ft); Multi-family $2,104 per unit (or $1,062 per unit smaller than or equal to 900 sq ft) Nonresidential: Commercial/Industrial $5,237 per 1,000 sq ft or fraction thereof; Hotel/Motel $2,368 per 1,000 sq ft or fraction thereof. Nonresidential: Commercial/industrial $296 per 1,000 sq ft or fraction thereof; Hotel/Motel $133 per 1,000 sq ft or fraction thereof. Fund Balance July 1, 2018 $4,533,306 $3,492,984 Activity in 2018-19 Revenues Fees Collected 935,889 134,543 Transfer Development Rights (TDR)3,942,978 Interest Earnings 110,456 109,846 Unrealized Gain/Loss 131,594 128,666 ------------------------------------------------------- ---------------------------------------------------------- Total Revenues $1,177,939 $4,316,033 Inter-Agency Expenses (2,500,000) Operating Transfer to Capital Projects (100,000) (1,025,717) ------------------------------------------------------- ---------------------------------------------------------- Total Expenditures (100,000) (3,525,717) ------------------------------------------------------- ---------------------------------------------------------- Ending Balance June 30, 2019 $5,611,245 $4,283,300 Reserve for unrealized gain on investments (27,933) (21,402)------------------------------------------------------- ---------------------------------------------------------- Net Funds Available $5,583,312 $4,261,898 Unexpended balance at next finding date (FY 2021-22) $4,068,356 $3,765,337 Page 3 of 10 Attachment A City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 USE OF FEES: USE OF FEES: Budget transfer in FY 2019 was made to Capital Improvement Fund in the amount of $100K for Bayland Athletic Center (PG- 19001) FUTURE USE OF FEES: Budget transfers in FY 2020 budgeted to Capital Improvement Fund in the amount of $150K for dog park installation (PG- 18001), $350K for park restroom installation (PG-19000) and $2.7M for Birch Street Improvements (PE-19003) CMR 10416 Expenditure in Fiscal Year 2019 is an additional payment of $2.5M to Avenidas. This is a total of $5M ($2.5 M was paid in FY18) grant funding for necessary seismic and other improvements to the existing building at 450 Bryant Street. The source of the $5M was $3.9 from TDR and $1.1 from impact fees. Transfer to Capital Improvement Fund Project is for JMZ Renovation (AC-18001) FUTURE USE OF FEES: Budget transfers in FY2020 budgeted to Capital Improvement Fund in the amount of $2M for Rinconada Park Improvement (PE- 08001) and $672K for JMZ Renovation (AC- 18001) Page 4 of 10 Attachment A City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 Development Impact Fee Residential Housing FUND Libraries In-Lieu Fund Purpose and Authority Fees imposed on new residential and Fees collected from residential for Collection non-residential development approved developments of three or more units in after Jan 28, 2002 for Libraries. lieu of providing the required below- PAMC Ch. 16.58 market rate unit(s) to low and moderate income households. PA Comprehensive Plan and PAMC Chapter 18 Amount of the Fee Residential: Single family $1,117 per residence (or $1,662 per residence larger than 3,000 sq ft); Multi-family $668 per unit (or $367 per unit smaller than or equal to 900 sq ft) Single family $77.62 per sq. ft. Single family detached; $51.75 per sq. ft. single family attached. Multi Family $51.75 per sq. ft. (condos). Nonresidential: Commercial/industrial $282 per 1,000 sq ft or fraction thereof; Hotel/Motel $118 per 1,000 sq ft or fraction thereof. Fund Balance July 1, 2018 $1,042,847 $23,475,232 Activity in 2018-19 Revenues Fees Collected 68,370 814,715 Webster Wood Property Rental 6,175 Interest Earnings 24,918 239,983 Bad debt recovery 25,031 Unrealized Gain/Loss Investments 29,711 291,143 ------------------------------------------------------- ---------------------------------------------------------- Total Revenues $122,998 $1,377,047 Expenditures Salaries and Benefits (16,157) Contract Services (118,163) Liability Insurance (57) Transfer to General Benefits Fund (288) Transfer to General Fund (15,000) ------------------------------------------------------- ---------------------------------------------------------- Total Expenditures (15,000) (134,665) ------------------------------------------------------- ---------------------------------------------------------- Ending Balance June 30, 2019 $1,150,845 $24,717,614 Other Commitments/Appropriations Reserve for Reappropriations (1,225,032) Reserve for Potential Housing Project (3,000,000) Reserve for Encumbrances (72,410) Reserve for unrealized gain on investments (6,066) (46,387) Reserve for Notes Receivable include $375,000 for 3053 Emerson, $3,504,850 for Tree House Apts, $747,734 for Sheridan Apts., $2,285,026 for 801 Alma, $901,201 for Palo Alto Housing Project, $600,000 for 2811-2825 Alma St., $203,561 for Colorado Park Housing, $149,968 for El Dorado Palace, and $6,800,000 for Buena Vista Mobile Home (15,567,340) ------------------------------------------------------- ----------------------------------------------------------Net Funds Available $1,144,779 $4,806,445 Page 5 of 10 Attachment A City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 Unexpended balance at next finding date (FY 2021-2022 Residential & Non Residential Housing Communities Facilities Libraries, FY2022-23 Residential Housing In-Lieu) $984,421 $7,751,871 USE OF FEES: USE OF FEES: Budget transfer in FY 2019 was made to General Fund in the amount of $15K for new materials for International Languages Collection. FUTURE USE OF FEES: Transfer to the Capital Improvement Fund of $300K is being planned for FY 2021 for Digital Lab Upgrades at the Mitchell Park Library Expenditures in Fiscal Year 2019 include $16.1K for a portion of Sr. (Housing) Planner salaries and benefit, $95K to Palo Alto Housing Corp for BMR admin fees and $23K for consultancy fees. The bad debt recovery is a payment received for a notes receivable that was written off and considered uncollectible. Fiscal Year 2019 Reserves for Reappropriation is for affordable housing loan agreement with El Dorado and Wilton Court amounting to $225K and $1M respectively. Reserves for $3M is for 231 Grant Avenue: Potential Teacher Housing Project. Page 6 of 10 Attachment A City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 Charleston-Arastradero Corridor Citywide Transportation Pedestrian and Bicyclist Safety FUND Purpose and Authority Fees collected from new development Transportation impact fees imposed for Collection re-development within the Charleston- on new development in all parts of the Arastradero Corridor to provide for pedest-City to fund congestion reduction rian and bicyclist safety improvements. projects. PAMC Ch. 16.60 PAMC Ch. 16.59 Amount of the Fee Residential: $1,351 per residential unit; Commercial: $0.40 per sq ft $3,700 per net new PM peak hour trip Fund Balance July 1, 2018 $8,557 $1,833,471 Activity in 2018-19 Revenues Fees Collected 9,511 923,490 Interest Earnings 325 44,464 Unrealized Gain/Loss 277 66,592 ------------------------------------------------------- ---------------------------------------------------------- Total Revenues $10,113 $1,034,546 Expenditures Operating Transfer to Capital Projects 0 (506,475) ------------------------------------------------------- ---------------------------------------------------------- Total Expenditures 0 (506,475) ------------------------------------------------------- ---------------------------------------------------------- Ending Balance June 30, 2019 $18,670 $2,361,542 Other Commitments/Reappropriations Reserve for unrealized gain on investments (76) (11,558) ------------------------------------------------------- ----------------------------------------------------------Net Funds Available $18,594 $2,349,984 Unexpended balance at next finding date (FY2021- 22 Charleston- Arastradero, FY2022-23 Citywide Transportation) $0 $1,315,438 USE OF FEES: USE OF FEES: No expenditure of funds have been made from this Fund in Fiscal Year 2019. Budget transfer to Capital Project Fund in Fiscal Year 2019 in the amount of $506K for Traffic Signal and Intelligent Transporation (PL-05030) FUTURE USE OF FUNDS: $383K Budgeted to the Capital Project Fund in FY 2020 for Traffic Signal and Intelligent Transportation Systems Upgrade (PL- 05030) Page 7 of 10 Attachment A City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 Development Impact Fee Development Impact Fee FUND Public Safety Facilities General Government Facilities Purpose and Authority Fees imposed on residential and Fees imposed on residential and non- for Collection non-residential development to fund residential development to fund facilities police and fire facilities (including fire associated with municipal administration. apparatus and vehicles) PAMH Ch. 16.58 PAMC Ch. 16.58 Amount of the Fee Residential: Single family $1,072 per unit; Multi-family $858 per unit Residential: Single family $1,351 per unit; Multi-family $1,080 per unit Nonresidential: Commercial $599 per 1,000 sq ft. or fraction thereof; Industrial $200 per 1,000 sq. ft. or fraction thereof; Office/Institutional $799 per 1,000 sq ft or fraction thereof. Nonresidential: Commercial $754 per 1,000 sq ft. or fraction thereof; Industrial $251 per 1,000 sq. ft. or fraction thereof; Hotel/Motel $1,008 per 1,000 sq ft or fraction thereof. Fund Balance July 1, 2018 $146,779 $184,946 Activity in 2018-19 Revenues Fees Collected 190,186 239,417 Interest Earnings 5,758 7,252 Unrealized Gain/(Loss) 4,103 5,170 ------------------------------------------------------- ---------------------------------------------------------- Total Revenues $200,047 $251,839 ------------------------------------------------------- ---------------------------------------------------------- Total Expenditures 0 0 ------------------------------------------------------- ---------------------------------------------------------- Ending Balance June 30, 2019 $346,826 $436,785 Other Commitments/Reappropriations Reserve for unrealized gain on investments (1,376) (1,733) ------------------------------------------------------- ----------------------------------------------------------Net Funds Available $345,450 $435,052 Unexpended balance at next finding date FY 2019-20 $221 $278 USE OF FEES: USE OF FEES: No expenditure of funds have been made from this Fund in Fiscal Year 2019. No expenditure of funds have been made from this Fund in Fiscal Year 2019. Page 8 of 10 Attachment A City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 (INFORMATION ONLY) Public Art Fund Parkland Dedication FUND Purpose and Authority for collection Fees imposed on new commercial develoments (including mixed use projects), including new construction, remodels, additions and reconstruction that (i) have a floor area of 10,000 sq. ft. or more, and (ii) have a construction value of $200,000, or more, exclusive of costs for architecture, design, engineering, and required studies; and all new residential projects of five or more units to fund public art for private Fees on parkland dedication imposed on new residential and non-residential development. Govt Code Sec. 66477 (Quimby Act) PAMC Ch. 16.61 Amount of the Fee 1% of first $113.18 million construction valuation and 0.9% of construction valuation for valuation in excess of $113.18 million Single Family: $62,583.66 per unit; Multi- Family: $43,136.76 per unit. This applies only to residential projects that require a subdivision or pacel map. Land dedication is required for subdivisions resulting in more than 50 parcels. Parkland Dedication Fee -Land: Single Family: 531 sq. ft, per unit; Multi-Family: 366 sq. ft. per unit. When parkland dedication applies, park impact fees do not apply. Fund Balance July 1, 2018 $729,193 $3,634,309 Activity in 2018-19 Revenues Fees Collected 571,309 644,048 Interest Earnings 25,018 71,529 Unrealized Gain/Loss Investments 19,133 101,679 Operating Transfer from General Fund 169,998 ------------------------------------------------------- ---------------------------------------------------------- Total Revenues $785,457 $817,256 Expenditures Salaries and benefits (187,699) Liability Insurance (1,858) Transfer to General Benefit Fund (1,655) Transfer to Capital Projects Fund (470,000) ------------------------------------------------------- ---------------------------------------------------------- Total Expenditures (191,211) (470,000) ------------------------------------------------------- ---------------------------------------------------------- Ending Balance June 30, 2019 $1,323,439 $3,981,565 Other Commitments/Reappropriations Reserve for unrealized gain on investments (5,437) (21,065) ------------------------------------------------------- ---------------------------------------------------------- Net Funds Available $1,318,002 $3,960,500 This fund is not subject to AB1600 requirements and is listed only for information purposes. This fund is not subject to AB1600 requirements and is listed only for information purposes.Page 9 of 10 Attachment A City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 (INFORMATION ONLY) FUND Water and Wastewater Collection Purpose and Authority Capacity fees charged to developers that for Collection are adding load to the water and sewer systems effective July 1, 2005. California Government Code Sect 66000 Amount of the Fee Water Capacity Fees: 5/8 in., 3/4 in E- Meter. $5,000, 1 in. E-Meter $9,400, 1 1/2 in. E-Meter $18,850, 2 in. E-Meter $56,250 , 4 in. Compound Meter by est. $125/FU (min. 5,000 FU) , 6 in. Compound Meter by est. $125/FU (min. 7,000 FU) Fire Service Capacity Fees: 2 in. $750, 4 in. $9,000, 6 in. $22,530, 8 in. $43,080, 10in. $69,510 Sewer Capacity Charges: 4 in. connection with 5/8 in Water Meter (WM) $5,250, 4 in connection. with 1-in WM $15,750, 4 or 6 in. connection with 1-1/2 in WM $31,668, 6 in. connection with 2 in. WM $94,500, 6 in. and larger connection with 4 in. or larger WM by est. at $210/FU Activity in 2018-19 Capacity Fees Collected Water $524,100 Wastewater Collection 283,250 Total USE OF FEES: The fees are used exclusively for water and sewer system improvements Page 10 of 10 City of Palo Alto (ID # 10849) City Council Staff Report Report Type: Informational Report Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: Property Leases Entered into by the City Manager in Fiscal Year 2019 Title: Property Leases Entered Into by the City Manager Under Palo Alto Municipal Code Section 2.30.310(h), and Reported per Section Code 2.30.710 Fiscal Year 2019 From: City Manager Lead Department: Administrative Services This is an informational report and no Council action is required. DISCUSSION Palo Alto Municipal Code (PAMC) Section 2.30.710 requires an annual report to the Council of all leases and rentals of city property with third parties approved by the City Manager. The attached report transmits the information (Attachment A) for fiscal year (FY) 2019 as required by the PAMC. PAMC Section 2.30.210 (h) authorizes the City Manager to award and sign contracts to rent, lease, or license city property to other parties regardless of the price for a term not exceeding three years. The City Manager may enter into and sign contracts to rent, lease, or license property at the Cubberley site for terms up to five years. Total Rental revenues for the leases authorized by the City Manager for FY 2019 totaled $1,163,482.68. MUNICIPAL CODE 2.30.710 City Manager Report (a) City Manager shall make a biannual report to the Council of all contracts for professional services or general services awarded by the City Manager, the Procurement Officer or other City of Palo Alto Page 2 designated employees, the costs of which exceed $25,000.00, and of all contracts awarded by the City Manager for public works and goods, the costs of which exceed $85,000.00. (b) The City Manager shall prepare and deliver an annual report to the Council of all leases, licenses and rentals of city real property with third parties, approved by the City Manager. 2.30.210 City Manager Contract Award Authority (h) Contracts to Rent, Lease, or License City Real Property to Other Parties. The authority granted under this Section is distinct from the authority of the director of community services to grant individuals and groups permits for the exclusive temporary use of buildings and facilities located in, and the areas of, city parks and open spaces, as described in Chapter 22.04 of this municipal code or in the park and open space regulations. The City Manager may award and sign contracts to rent, lease or license city real property to other parties regardless of the price for a term not exceeding three years. Notwithstanding the preceding sentence, the City Manager may enter into and sign contracts for the rental, lease or licensing of real property at the Cubberley Community Center for terms of up to five years. Attachments: • Attachment A: FY 2019 List of Lease Agreements ATTACHMENT A CITY OF PALO ALTO ADMINISTRATIVE SERVICES DEPARTMENT/REAL ESTATE DIVISION FY 2019 Annual Report – Lease Agreements Entered Into By City Manager Under PAMC Section 2.30.210 (h) Fiscal Year: 2018-2019 (organized by date) Number Property Address Property/Space Type Size in Square Feet Tenant Term Monthly Rent Total Term Rent Agreement Date 1 4000 Middlefield Road, Suite ½ U2 Cubberley Artist Studio 360 Harumo Sato 1 year + 3 – 1 yr. opt. $371.00 $4,452.00 (1 year) 10/12/2018 2 250 Hamilton Avenue City Hall Cafeteria 1,470 Sanghee Lee 3 years + 2 - 1 yr. opt. $400.00 $14,836.32 (3 years) 11/1/2018 3 4000 Middlefield Road, Suite ½ E5 Cubberley Artist Studio 480 Chandrika Marla 1 year + 3 – 1 yr. opt. $494.00 $5,928.00 (1 year) 11/13/2018 4 4000 Middlefield Road, Suite ½ E6 Cubberley Artist Studio 360 Martha Sakellariou 1 year + 3 – 1 yr. opt. $331.00 $3,972.00 (1 year) 11/13/2018 5 4000 Middlefield Road, Suite ½ E6 Cubberley Artist Studio 360 Yishu Wang 1 year + 3 – 1 yr. opt. $371.00 $4,452.00 (1 year) 11/13/2018 6 4000 Middlefield Road, Suite ½ U5 Cubberley Artist Studio 480 Tara de la Garza 1 year + 3 – 1 yr. opt. $494.00 $5,928.00 (1 year) 11/15/2018 7 2000 Geng Road Geng Road/Baylands Athletic Center 15,000 Anderson Honda 3 years $9,750.00 $361,635.30 1/8/2019 8 1237 San Antonio Road Los Altos Treatment Plant Land 31,000 Pacific Gas and Electric Company 5.5 months $20,150.00 $110,825 1/15/2019 9 4000 Middlefield Road, Suite ½ E3 & 1/6 E2 Cubberley Artist Studio 435 Servane Briand 1 year + 3 – 1 yr. opt. $400.00 $4,800.00 (1 year) 3/4/2019 10 4000 Middlefield Road, Suite ½ U4 Cubberley Artist Studio 360 Barbara Boissevain 1 year + 3 – 1 yr. opt. $331.00 $3,972.00 (1 year) 4/15/2019 11 4000 Middlefield Road, Suite E7 Cubberley Artist Studio 480 Mel Day 1 year + 3 – 1 yr. opt. $442.00 $5,304.00 (1 year) 4/15/2019 Number Property Address Property/Space Type Size in Square Foot Tenant Term Monthly Rent Total Term Rent Agreement Date 12 4000 Middlefield Road, Suite ½ F5 Cubberley Artist Studio 390 Patrick Fenton 1 year + 3 – 1 yr. opt. $359.00 $4,308.00 (1 year) 4/15/2019 13 4000 Middlefield Road, Suite ½ E1 & U1 Cubberley Artist Studio 720 Jennifer Gonsalves 1 year + 3 – 1 yr. opt. $662.00 $7,944.00 (1 year) 4/15/2019 14 4000 Middlefield Road, Suite ½ E4 & closets Cubberley Artist Studio 568 Conrad Johnson 1 year + 3 – 1 yr. opt. $523.00 $6,276.00 (1 year) 4/15/2019 15 4000 Middlefield Road, Suite F6 Cubberley Artist Studio 430 Pantea Karimi 1 year + 3 – 1 yr. opt. $443.00 $5,316.00 (1 year) 4/15/2019 16 4000 Middlefield Road, Suite ½ E3 & 1/6 E2 Cubberley Artist Studio 435 Paloma Lucas 1 year + 3 – 1 yr. opt. $448.00 $5,376.00 (1 year) 4/15/2019 17 1925 Embarcadero Road Airport 30,005 Anderson Honda Month to month $19,203.20 $19,361.00 (1 month) 4/22/2019 18 1903 Embarcadero Road Airport 15,977 Rossi Aircraft, Inc. 2 months + 1 yr. opt. $13,236.67 $26,473.34 (2 months) 5/9/2019 19 1903 Embarcadero Road Airport 15,160 Advantage Aviation 3 years $28,548.02 $1,058,868.87 6/28/2019 SUMMARY – PAMC SECTION 2.30.210 (g) (h) AGREEMENTS Type Number of Transactions 2019 Total Annual Revenue Resulting from Lease Agreements Total 19 $1,163,482.68 City of Palo Alto (ID # 10854) City Council Staff Report Report Type: Informational Report Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: Sales Tax Digest Summary 2019Q1 Title: City of Palo Alto Sales Tax Digest Summary For the First (Calendar) Quarter of 2019 (January - March 2019) From: City Manager Lead Department: Administrative Services Informational Summary The City received $7.7 million for first quarter (calendar year) sales of 2019 which is $1.7 million (28.4 percent) higher than the same quarter in 2018. The following files, compiled by the City’s sales tax consultant, MuniServices/Avenu, are attached for this informational report for which no action is required. Attachments: • Attachment A: Avenu Sales Tax Digest Summary • Attachment B: Economic Categories and Segments • Attachment C: Avenu Economic News and Trends Report City of Palo Alto Sales Tax Digest Summary Collections through June 2019 Sales through March 2018 (2019Q1) www.avenuinsights.com (800) 800-8181 Page 1 California Overview The percent change in cash receipts from the prior year was 8.5% statewide, 8.5% in Northern California and 8.6% in Southern California. The period’s cash receipts include tax from business activity during the period, payments for prior periods and other cash adjustments. When we adjust for non-period related payments, we determine the overall business activity increased for the year ended 1st Quarter 2019 by 3.2% statewide, 3.0% in Southern California and 3.4% in Northern California. City of Palo Alto For the year ended 1st Quarter 2019, sales tax cash receipts for the City increased by 21.9.% from the prior year. On a quarterly basis, sales tax revenues increased by 28.4% from 1st Quarter 2018 to 1st Quarter 2019. The period’s cash receipts include tax from business activity during the period, payments for prior periods and other cash adjustments. Excluding state and county pools and adjusting for anomalies (payments for prior periods) and late payments, local sales tax increased by 11.1% for the year ended 1st Quarter 2019 from the prior year. On a quarterly basis, sales tax activity increased by 10.1% in 1st Quarter 2019 compared to 1th Quarter 2018. Regional Overview This seven-region comparison includes estimated payments and excludes net pools and adjustments. % of Total / % Change City of Palo Alto California Statewide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast Central Coast General Retail 29.3 / 0.8 27.8 / 3.4 25.1 / 1.7 27.8 / 6.7 31.5 / 4.7 28.3 / 2.7 27.5 / 6.8 31.9 / 12.9 28.6 / -2.4 Food Products 16.8 / 1.8 20.5 / 0.5 21.5 / 0.8 17 / -0.8 16.1 / 1.5 22 / 0.2 17.4 / 1.4 21.1 / -2.5 31.6 / 1.2 Construction 1.3 / -20.5 9.6 / -2.7 9.9 / -0.1 12.7 / -1.6 12 / -0.2 8.4 / -5.1 10.7 / -2 16.8 / -5.1 8.9 / 2.3 Business to Business 26.4 / 21.9 16.5 / 4.0 18.8 / 0.7 12.7 / -1 13.5 / 8.3 16.7 / 6.8 16 / 0.8 2.7 / -4.3 6.4 / 7.7 Misc/Other 27.0 / 26.1 25.7/-6.6 24.7 / 12.7 7.9 / 3.8 26.9 / 3.9 24.6 / 6.6 28.4 / 4.3 27.4 / -1.2 24.5 / 0.5 Total 100.0 / 11.7 100.0/3.2 100 / 3.6 100.0 / 2.4 100.0 / 3.8 100.0 / 3 100.0 / 3.2 100.0 / 1.8 100.0 / 0.4 City of Palo Alto California Statewide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast Central Coast Largest Segment Auto Sales - New Restaurants Restaurants Auto Sales - New Department Stores Restaurants Restaurants Department Stores Restaurants % of Total / % Change 20.1 / 41.8 14.6 / 0.5 15.6 / 0.8 11.7 / -2.4 12.8 / 1.4 16.1 / 0.5 11.2 / 0.1 14.7 / 39.6 22.2 / 1.5 2nd Largest Segment Food Products Auto Sales - New Auto Sales - New Restaurants Restaurants Auto Sales - New Department Stores Service Stations Auto Sales - New % of Total / % Change 16.8 / 1.8 11.0 / 2.7 11.9 / 9.2 11.3 / 0.1 10.6 / 0.8 10.9 / 2.5 10.1 / 3.8 12.5 / -6.1 10.5 / -8.5 3rd Largest Segment Restaurants Department Stores Department Stores Department Stores Auto Sales - New Department Stores Auto Sales - New Restaurants Miscellaneous Retail Stores % of Total / % Change 14.9 / 3 9.0 / 1.5 7.2 / 0.0 11.2 / 8.6 10.1 / -2.1 8.7 / 0.3 9.9 / -2.5 12.1 / -4.4 10.2 / 2.2 *** Not specified to maintain confidentiality of tax information CITY OF PALO ALTO BENCHMARK YEAR 2019Q1 COMPARED TO BENCHMARK YEAR 2018Q1 ECONOMIC CATEGORY ANALYSIS FOR YEAR ENDED 1st Quarter 2019 ECONOMIC SEGMENT ANALYSIS FOR YEAR ENDED 1st Quarter 2019 ATTACHMENT A City of Palo Alto www.avenuinsights.com (800) 800-8181 Page 2 Gross Historical Sales Tax Performance by Benchmark Year and Quarter (Before Adjustments) $- $5,000,000 $10,000,000 $15,000,000 $20,000,000 $25,000,000 $30,000,000 Quarterly Benchmark Year Net Cash Receipts for Benchmark Year 1st Quarter 2019: $35,157,160 *Benchmark year (BMY) is the sum of the current and 3 previous quarters (2019Q1 BMY is sum of 2018 Q4, Q3, Q2) Restaurants 12.2% Apparel Stores 5.7% Department Stores 5.5% Miscellaneous Retail 4.5% Business Services 2.0% Service Stations 1.2% All Other 50.6% Net Pools & Adjustments 18.4% ATTACHMENT A City of Palo Alto www.avenuinsights.com (800) 800-8181 Page 3 TOP 25 SALES/USE TAX CONTRIBUTORS The following list identifies Palo Alto’s Top 25 Sales/Use Tax contributors. The list is in alphabetical order and represents the year ended 1st Quarter 2019. The Top 25 Sales/Use Tax contributors generate 53.7% of Palo Alto’s total sales and use tax revenue. Anderson Honda Lucile Packard Children's Hosp Tencent Apple Stores Macy's Department Store Tesla Audi Palo Alto Magnussen's Toyota Of Palo Alto Tesla Lease Trust Bloomingdale's Neiman Marcus Department Store Tiffany & Company Bon Appetit Management Co.Nest Labs Urban Outfitters Hermes Nordstrom Department Store Usb Leasing Houzz Shop Shell Service Stations Varian Medical Systems Hp Enterprise Services Stanford Outpatient Clinic Pharmacy Volvo Cars Palo Alto Integrated Archive Systems Sales Tax from Largest Non-Confidential Economic Segments $- $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 $4,000,000 $4,500,000 Benchmark Year 2019Q1 Benchmark Year 2018Q1 ATTACHMENT A City of Palo Alto www.avenuinsights.com (800) 800-8181 Page 4 Historical Analysis by Calendar Quarter Economic Category % 2019Q1 2018Q4 2018Q3 2018Q2 2018Q1 2017Q4 2017Q3 2017Q2 2017Q1 2016Q4 2016Q3 Business To Business 28.5% 2,198,385 2,428,644 1,937,139 1,965,691 1,851,152 2,635,136 1,860,347 1,952,490 1,684,023 2,784,731 1,983,231 General Retail 23.9% 1,843,013 2,567,368 2,195,807 1,629,266 1,516,808 1,881,732 1,602,213 1,301,138 1,392,756 1,621,044 1,727,134 Misc/Other 17.9% 1,381,599 1,213,676 1,187,765 1,237,941 1,183,895 1,206,578 1,184,645 1,189,257 1,192,662 1,235,801 1,213,382 Food Products 15.0% 1,160,612 1,877,247 2,260,007 1,789,526 1,639,073 1,569,619 1,448,336 1,284,056 1,240,962 1,004,883 1,027,730 Net Pools & Adjustments 14.7% 1,054,264 1,820,850 2,139,510 1,191,568 -183,952 1,136,075 1,374,372 1,210,511 1,631,125 1,351,709 831,377 Total 100.0% 7,715,155 9,907,785 9,720,228 7,813,992 6,006,976 8,429,140 7,469,913 6,937,452 7,141,528 7,998,168 6,782,854 Economic Segments % 2019Q1 2018Q4 2018Q3 2018Q2 2018Q1 2017Q4 2017Q3 2017Q2 2017Q1 2016Q4 2016Q3 Miscellaneous/Other 51.5% 4,051,654 4,881,849 4,854,095 3,747,045 3,373,907 3,791,527 3,233,434 2,986,873 2,910,133 2,939,228 3,027,081 Restaurants 13.6% 1,045,521 1,066,578 1,060,546 1,124,991 1,045,496 1,054,073 1,049,565 1,058,606 1,043,747 1,071,053 1,068,101 Apparel Stores 5.3% 408,968 405,979 361,406 439,601 412,952 701,369 419,279 452,135 435,757 1,002,389 581,831 Department Stores 4.6% 356,943 599,795 475,142 495,267 471,419 642,666 458,066 510,561 392,565 641,541 491,433 Miscellaneous Retail 4.2% 326,994 596,192 448,510 451,110 390,780 585,892 440,005 449,402 372,033 553,250 398,170 Business Services 2.4% 181,454 173,916 148,751 154,446 163,072 148,906 147,499 159,371 119,552 130,396 138,155 Service Stations 2.1% 159,032 110,015 98,072 97,870 117,783 128,671 117,256 112,566 131,676 145,179 126,755 Food Markets 1.2% 95,783 175,994 43,961 57,433 155,193 157,861 173,439 75,722 43,548 102,095 47,066 Recreation Products 0.4% 34,543 76,617 90,235 54,661 60,326 82,100 56,998 76,514 61,392 61,328 72,885 Net Pools & Adjustments 14.7% 1,054,264 1,820,850 2,139,510 1,191,568 -183,952 1,136,075 1,374,372 1,055,702 1,631,125 1,351,709 831,377 Total 100.0% 7,715,155 9,907,785 9,720,228 7,813,992 6,006,976 8,429,140 7,469,913 6,937,452 7,141,528 7,998,168 6,782,854 *Net Pools & Adjustments reconcile economic performance to periods’ net cash receipts. The historical amounts by calendar quarter: (1) include any prior period adjustments and payments in the appropriate category/segment and (2) exclude businesses no longer active in the current period. Quarterly Analysis by Economic Category, Total and Segments: Change from 2017Q4 to 2018Q4 ATTACHMENT A City of Palo Alto www.avenuinsights.com (800) 800-8181 Page 5 Ge n e r a l R e t a i l Fo o d P r o d u c t s Co n s t r u c t i o n Bu s i n e s s t o B u s i n e s s Mi s c / O t h e r 20 1 9 / 1 T o t a l 20 1 8 / 1 T o t a l % C h g La r g e s t G a i n Se c o n d L a r g e s t Ga i n La r g e s t D e c l i n e Se c o n d L a r g e s t De c l i n e Campbell -7.4% 10.7% -3.4% -1.0% -4.1% 2,318,952 2,327,241 -0.4%Restaurants Electronic Equipment Furniture/Appliance Bldg.Matls-Whsle Cupertino -12.5% -0.8% -36.8% -10.5% -4.7% 5,165,389 5,753,098 -10.2%Bldg.Matls-Retail Recreation Products Office Equipment I.T. Infrastructure Gilroy -2.8% -2.1% 8.8% -7.2% 1.9% 3,610,483 3,627,525 -0.5%Bldg.Matls-Whsle Department Stores Apparel Stores Food Markets Los Altos -26.9% 1.4% -7.1% 45.5% -6.4% 545,329 577,128 -5.5%Restaurants Leasing Miscellaneous Retail Service Stations Los Gatos -6.0% -1.6% -9.7% -6.5% 7.7% 1,464,350 1,464,724 0.0%Auto Sales - New Miscellaneous Other Business Services Furniture/Appliance Milpitas -2.4% 5.3% 20.9% 9.2% -4.1% 5,222,415 4,967,345 5.1%Bldg.Matls-Whsle Light Industry I.T. Infrastructure Electronic Equipment Morgan Hill 0.8% 0.3% -2.8% -16.3% -2.7% 2,006,884 2,094,656 -4.2%Light Industry Chemical Products Electronic Equipment Auto Sales - New Mountain View 68.0% 9.0% 4.9% -0.6% -6.8% 585,078 627,913 -6.8%Miscellaneous Retail Restaurants Office Equipment Auto Sales - New Palo Alto 4.5% 3.7% 7.1% 27.4% -2.8% 6,696,293 6,133,484 9.2%Office Equipment Drug Stores Electronic Equipment Leasing San Jose -3.2% 2.6% -5.7% -2.0% 2.6% 37,302,765 37,560,022 -0.7%Restaurants Auto Sales - New Office Equipment Miscellaneous Retail Santa Clara 4.8% 2.3% 0.2% 14.0% -5.0% 11,433,244 10,746,708 6.4%Office Equipment Furniture/Appliance Light Industry Auto Sales - New County of Santa Clara -8.9% 1.8% -6.9% 47.1% 13.7% 1,010,171 935,920 7.9%Leasing Business Services Miscellaneous Retail Recreation Products Saratoga -15.6% 6.9% 19.4% 61.8% 1.2% 218,490 211,292 3.4%Leasing Miscellaneous Retail Food Products Transportation Sunnyvale -12.9% 1.4% 6.0% -10.3% -3.9% 6,238,271 6,653,750 -6.2%Light Industry Office Equipment I.T. Infrastructure Office Equipment ATTACHMENT A Economic Categories and Segments Economic Category Economic Segment Description Business to Business ‐ sales of tangible personal property from one business to another business and the buyer is the end user. Also includes use tax on certain purchases and consumables. Business Services Advertising, banking services, copying, printing and mailing services Chemical Products Manufacturers and wholesalers of drugs, chemicals, etc. Electronic Equipment Manufacturers of televisions, sound systems, sophisticated electronics, etc. Energy Sales Bulk fuel sales and fuel distributors and refiners Heavy Industry Heavy machinery and equipment, including heavy vehicles, and manufacturers and wholesalers of textiles and furniture and furnishings Leasing Equipment leasing Light Industry Includes, but is not limited to, light machinery and automobile, truck, and trailer rentals Office Equipment Businesses that sell computers, and office equipment and furniture, and businesses that process motion pictures and film development Construction Building Materials – Retail Building materials, hardware, and paint and wallpaper stores Building Materials ‐ Wholesale Includes, but is not limited to, sheet metal, iron works, sand and gravel, farm equipment, plumbing materials, and electrical wiring Food Products Food Markets Supermarkets, grocery stores, convenience stores, bakeries, delicatessens, health food stores Food Processing Equipment Processing and equipment used in mass food production and packaging Liquor stores Stores that sell alcoholic beverages Restaurants Restaurants, including fast food and those in hotels, and night clubs ATTACHMENT B Economic Categories and Segments Economic Category Economic Segment Description General Retail – all consumer focused sales, typically brick and mortar stores Apparel Stores Men’s, women’s, and family clothing and shoe stores Department Stores Department, general, and variety stores Drug Stores Stores where medicines and miscellaneous articles are sold Florist/Nursery Stores where flowers and plants are sold Furniture/Appliance Stores where new and used furniture, appliances, and electronic equipment are sold Miscellaneous Retail Includes, but is not limited to, stores that sell cigars, jewelry, beauty supplies, cell phones, and books; newsstands, photography studios; personal service businesses such as salons and cleaners; and vending machines Recreation Products Camera, music, and sporting goods stores Miscellaneous/Other Miscellaneous/Other Includes but not limited to health services, government, nonprofit organizations, non‐ store retailers, businesses with less than $20,000 in annual gross sales, auctioneer sales, and mortuary services and sales Transportation Auto Parts/Repair Auto parts stores, vehicle and parts manufacturing facilities, and vehicle repair shops Auto Sales ‐ New New car dealerships Auto Sales ‐ Used Used car dealerships Miscellaneous Vehicle Sales Sale and manufacture of airplanes and supplies, boats, motorcycles, all‐terrain vehicles, trailers and supplies Service stations Gas stations, not including airport jet fuel ATTACHMENT B ECONOMIC NEWS & TRENDS November 11, 2019 This edition reports on current Federal and State economic data, studies, and research. We encourage you to share this non-confidential report with others in our agency. Please contact your Client Success Manager to discuss specific regional trends. CONTENTS Part 1: National Economic Indicators (Page 2 to 4) Part 2: California’s Economy / Regional Summaries (Pages 4 to 5) Part 3: Retail / E-Commerce (Pages 5 to 6) Part 4: Auto Sales and Gasoline (Page 7) Part 5: Grocery and Restaurant Trends (Page 7) Part 6: Selected Retailer Updates (Page 8) ATTACHMENT C ECONOMIC NEWS & TRENDS November 11, 2019 2 www.avenuinsights.com PART 1: NATIONAL ECONOMIC INDICATORS / INFLUENCES Gross Domestic Product (GDP) / 3Q2019: Up 1.9% in 3Q2019; was 2% for 2Q2019. Consumer Spending in 3Q2019: Increased in both goods (recreational goods and vehicles as well as food and beverages) and in services (led by health care and housing and utilities). Prices of Goods and Services: Increased 1.4% in 3Q2019, increased 2.2% in 2Q2019. Food Prices: Decreased 0.6% in 3Q2019. Energy: Decreased 8% in 3Q2019. Government Spending: The increase in government spending reflected increases in both federal and state and local government spending. Business Investment: The decrease in business investment reflected decreases in structures (led by mining exploration, shafts, and wells) and in equipment (notably information processing equipment and transportation equipment). (https://www.bea.gov/data/gdp/gross-domestic-product; next release is November 27, 2019) Contribution to GDP by Industry for 2Q2019 Retail Trade: Increased 0.2% in 2Q2019, after increasing 8.8%. Reasons for Deceleration: Attributed to a slowdown in other retail, which includes gasoline stations as well as building material and garden equipment and supplies dealers. Utilities: Increased 18.1% in 2Q2019, after decreasing 3.5% in 1Q2019. (https://www.bea.gov/news/2019/gross-domestic- product-industry-second-quarter-2019, October 29, 2019; next release is January 9, 2020) Consumer Price Index / Spending - September 2019 CPI for All Urban Consumers: Unchanged in September after rising 0.1% in August. All Items Index: Over the last 12 months ending in September, increased 1.7%. Energy: Declined 1.4% in September, its fourth decline in the last 5 months. Gasoline: Declined 0.9% in September. Lodging Away From Home: Increased 2.1% in September after falling 2.1% in August. Increases for September: Shelter, rent (by 0.4%). Declines for September: Used cars and trucks (by 1.6%), new vehicles (by 0.1%), apparel (by 0.4%) after rising in each of the prior 3 months, communication, alcoholic beverages and personal care. https://www.bls.gov/opub/ted/2019/cpi-increased-1- point-7-percent-for-year-ending-september-2019.htm, October 10, 2019; October 2019 data release is November 13, 2019. Recession: The periodic skittishness in stock and bond markets have produced alarmism among certain analysts, but the current fundamentals do not appear to indicate a looming recession. While the current slowing in the economy will negatively impact fundamentals in the coming quarters, a full recession likely will require a more dramatic, as yet unforeseen, shock to the economy. CPI West Region: The West Region covered is comprised of the following states: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, and Wyoming. West Region / September 2019: Up 0.3% since August 2019; up 2.6% from a year ago. Increase was influenced by higher shelter and apparel prices. The index for all items less food and energy rose 3.0% over the year. Food: September 2019 increased 2.7% since September of 2018. Food away from home increased 1.7% since September 2018. Energy: September 2019 increased 1.1% since September of 2018. Household Furnishings: Energy: September 2019 increased 1.1% since September of 2018. Housing: September 2019 increased 4.3% since September of 2018. Rent of Primary Residence: September 2019 increased 4.8% since September of 2018. Fuel and Utilities: September 2019 increased 2.2% since September of 2018. Apparel: September 2019 decreased 0.7% since September of 2018. Increased 4.3% since August 2019. New Cars and Trucks: September 2019 increased 1.1% since September 2018. Used Cars and Trucks: September 2019 increased 2.2% since September of 2018. Decreased 3.9% since August 2019. Gasoline: September 2019 decreased 2.2% since September of 2018. Services: September 2019 increased 3.4% since September of 2018. https://www.bls.gov/regions/west/news- release/consumerpriceindex_west.htm October 10, 2019; October 2019 Data Release is November 13, 2019) ATTACHMENT C ECONOMIC NEWS & TRENDS November 11, 2019 3 www.avenuinsights.com Consumer Spending U.S. Consumer Spending: September 2019, increased by 0.2%; August 2019, increased by 0.2%; July 2019, increased 0.5% and June 2019, increased 0.3%. (https://www.bea.gov/news/2019/personal-income-and- outlays-august-2019, September 27, 2019) U.S. Consumer Debt: In August 2019 rose 5.2%; revolving credit decreased at an annual rate of 2.2% and non-revolving credit (mostly education and auto loans) increased 7.75% in August after a 5.4% gain in July. (https://www.federalreserve.gov/releases/g19/current/, October 7, 2019) Consumer Confidence Index for October 2019: Declined in October (125.9), following a decline in September (126.3). The latest report notes that “consumers unlikely to curtail holiday spending.” (https://www.conference- board, October 29, 2019) Interest Rates: The Federal Reserve cut interest rates by a quarter percentage point late October in an effort to support an economy that continues to tap the brakes. (NPR, October 30, 2019) E-Commerce and Retail Sales Total Retail Sales in 2Q2019: Increased 1.8% from 1Q2018, while e-commerce increased 4.2% from 1Q2019. E-Commerce Year Over Year Estimate for 2Q2019: Increased 13.3% from 2Q2018, while total retail sales increased 3.2% from 2Q2019. E-Commerce as Part of Total Sales in 2Q2019: Accounted for 10.7% of total sales; was 10.5% in 1Q2019; was 10.1% in 4Q2018; 10% in 3Q2018; 9.8% in 2Q2018. Total Sales in 2018: Increased 4.8% from 2017. E- commerce sales in 2018 is 9.7% of total sales; 2017 is 8.9%. (https://www.census.gov/retail/mrts/www/data/pdf/ec_ current.pdf, August 19, 2019; Next release is November 19, 2019) Retail and Food Service for September 2019 Decreased A decrease in September from August of 0.3%, but 4.1% above September 2018. Total sales for the July 2019 through September 2019 period were up 4.0% from the same period a year ago. The July 2019 to August 2019 percent change was revised from up 0.4% to up 0.6%. Retail trade sales were down 0.3% from August 2019, but 4.0% above last year. Non-store retailers were up 12.9% from September 2018, and miscellaneous stores were up 9.3% from last year. Note these are early estimates. (https://www.census.gov/retail/marts/www/marts_curre nt.pdf October 16, 2019) Services Revenue Services Sector Revenue for 2Q2019: An increase of 1.3% from 1Q2018 and up 5.3% from 2Q2018. Information Sector: An increase of 1.8% from 1Q2019 and up 1.8% from 1Q2019. Transportation/ Warehousing: Increase of 0.3% from 1Q2019 and up 2.0% from 2Q2018. Utilities: Decrease of 1.5% from 1Q2019 and down 1.9% from 2Q2018. Real Estate, Rental, and Leasing: Increase of 10% from 1Q2019 and up 6.6% from 2Q2018. Professional, Scientific, and Technical Services: Increase 1.8% from 1Q2019; up 4.2% from 2Q2018. Accommodations: An increase of 10.3% from 1Q2019 and up 1.2% from 2Q2018. Arts and Entertainment: An increase of 12.4% from 1Q2019 and up 6.5% from 2Q2018. Other Services: An increase of 2.1% from 1Q2019 and up 9.5% from 2Q2018. (https://www.census.gov/services/qss/qss-current.pdf, September 6, 2018; Next release is November 19, 2019) ATTACHMENT C ECONOMIC NEWS & TRENDS November 11, 2019 4 www.avenuinsights.com Forecasts Expects the national economy to slow to 0.4% in the second half of 2020, before rebounding to 2.1% in 2021. Given the slow growth rate nationally and the weakness in the housing market, expects California's unemployment rate to rise to an average of 5.1% in 4Q2020. For the entire years of 2020 and 2021, the unemployment rate in the state is expected to average 4.6%. https://www.anderson.ucla.edu/centers/ucla- anderson-forecast/september-2019-economic-outlook GDP Growth Forecast: 2.3% in 2019. Down from 2.9% in 2018. Will soften in 2020, an election year to 1.8%. Retail Sales: Growing 4.3% in 2019 excluding gas and autos. Interest Rates: 10-year T notes staying below 2% range until trade war ends. Inflation: 2.1% at end of 2019 as new tariffs affect consumer goods. Crude Oil: Trading at $50 to $55 per barrel in December. (Kiplinger, October 25, 2019. International Trade / Imports and Exports International Trade Deficit: Goods and Services Deficit: The deficit increased by 4.7% in September 2019. Exports: Increased -0.9%: September exports were $206 billion, $1.8 billion less that August exports. Specific Goods: Automotive vehicles, parts, and engines decreased $1.0 billion. Passenger cars decreased $0.3 billion. Trucks, buses, and special purpose vehicles decreased $0.3 billion. Imports: Increased -1.7%: September imports were $258.4 billion, $4.4 billion less than August imports. Specific Goods: Consumer goods decreased $2.5 billion. Cell phones and other household goods decreased $0.8 billion. Toys, games, and sporting goods decreased $0.6 billion. Automotive vehicles, parts, and engines decreased $1.1 billion. Trucks, buses, and special purpose vehicles decreased $0.4 billion. Automotive parts and accessories decreased $0.3 billion. Passenger cars decreased $0.3 billion. (https://www.census.gov/foreign-trade/Press- Release/current_press_release/ft900.pdf, November 5, 2019) Employment and Job Market Jobs and Unemployment: The unemployment rate, at 3.6%, was little changed in October and the U.S. economy added 128,000 jobs. Notable Gains: Food services and drinking places, social assistance, and financial activities. Within manufacturing, employment in motor vehicles and parts decreased due to strike activity. Federal government employment was down, reflecting a drop in the number of temporary jobs for the 2020 Census. (https://www.bls.gov/news.release/empsit.nr0.htm, November 1, 2019) Manufacturing New Orders of Durable Goods: September decreased 1.1%; follows three consecutive monthly increases, followed a 0.3% August increase. Computers and Electronic Products / September 2018 and 2019: Shipments up by 4.1% Computers and Related Products/ September 2018 and 2019: New orders down by 6.1%. Capital Goods (Non-Defense)/ September 2018 and 2019: Down by 3.9% (https://www.census.gov/manufacturing/m3/adv/pdf/du rgd.pdf, October 24, 2019) U.S. Residential Sales and Housing National New Home Sales in September: Total existing- home sales decreased 2.2%. Overall sales up 3.9% since September 2018. Mortgage Rates: A 30-year, fixed-rate mortgage decreased to 3.61% in September. All-Sales Purchases: 17% of transactions in September, down from 19% in August and 21% in September 2018. West Results: Existing home sales declined 0.9% in September, 5.6% above a year ago. The median price in the West was $403,600, up 4.5% from September 2018. (NAR, October 22, 2019) ATTACHMENT C ECONOMIC NEWS & TRENDS November 11, 2019 5 www.avenuinsights.com PART 2: CALIFORNIA ECONOMIC INDICATORS / INFLUENCES California GDP for 2Q2019: 1.9%. California GDP for 4Q2018 to 1Q2019 is 2.7%; previous quarter results are 2.2%. (BEA, November 7, 2019) Sales and Use Tax: For July to September 2019 (first three months of the fiscal year) were $77 million below forecast. Receipts for September were $52 million above the month’s forecast of $2.098 billion. Personal Income Tax: $420 million below forecast. Revenues for September were $401 million below the month’s forecast of $8.65 billion. Corporation Tax: July to September 2019 were $682 million above forecast. (DOF, October 2019) California’s Labor Market: Unemployment: California’s unemployment rate fell to a new record low of 4% in September, while labor force participation rate held at 62%. Unemployment: The U.S. unemployment rate fell to 3.5% in September, the lowest level since December 1969. Year-to-date, California’s unemployment rate is now averaging 4.2%, unchanged from the same period last year. For the U.S., year-to-date average unemployment rate is 3.7%, down 0.2 percentage point from last year’s year-to-date of 3.9%. (DOF, October 2019) Real Estate Sales in California for September 2019: Existing, single-family home sales totaled 404,030 in September, down 0.5% from August and up 5.8% from September 2018. Median Price: $605,680, down 1.9% from August and up 4.7% from September 2018. Year-to- date statewide home sales were down 3.1% in September. (CAR, October 16, 2019) CDTFA Cannabis Revenues for 2Q2019: Cannabis Excise Tax: Generated $74.2 million in revenue reported on 2Q2019 returns and the cultivation tax generated $22.6 million. Sales Tax from Cannabis Businesses: Totaled $47.4 million in reported revenue for the same period. Total Tax Revenue: Reported by the cannabis industry is $144.2 million. This does not include tax. (https://www.cdtfa.ca.gov/news/19-19.htm, August 22, 2019 ) California Trade for September 2019: Total US goods trade (exports and imports) through California ports was 17.81% (12 month moving average; compared to 17.87% in August 2019 and 18.17% in September 2018). Exports: Down $0.7 billion from Sep 2018 (down 4.8%). California remained in 2nd place with 10.54% of all US goods exports (12 month moving total), behind Texas at 19.77%. (DOF, October 2019) Specific Economic Summary by Region (BLS) Fresno Area Economic Summary (PDF) Los Angeles Area Economic Summary (PDF) Riverside Area Economic Summary (PDF) Sacramento Area Economic Summary (PDF) San Diego Area Economic Summary (PDF) San Francisco Area Economic Summary (PDF) San Jose Area Economic Summary (PDF) Santa Rosa Area Economic Summary (PDF) Other BLS products for California PART 3: RETAIL NEWS / E-COMMERCE U.S. Retail Sales – Decline in September U.S. retail sales fell for the first time in seven months in September, raising fears that a slowdown in the American manufacturing sector could be starting to bleed into the consumer side of the economy. Retail sales dropped 0.3% in September as households slashed spending on building materials, online purchases and automobiles. The decline was the first since February. https://www.census.gov/retail/marts/www/marts_curre nt.pdf?mod=article_inline (CNBC, October 2019) Open and Closures: In the US, year-to-date announced closures have already exceeded the total we recorded for the full year 2018. Coresight Research estimates announced US store closures could reach 12,000 by the end of 2019. So far this year, US retailers have announced 8,993 store closures and 3,780 store openings. This compares to 5,844 closures and 3,258 openings for the full year 2018. Coresight Research predicts 12, 000 in 2019. UBS predicts as online shopping continues to grow, another 75,000 stores could be lost by 2026 (MoneyWise, October 2019) ATTACHMENT C ECONOMIC NEWS & TRENDS November 11, 2019 6 www.avenuinsights.com Discount Retailers Fastest Growing Sector Discount retail stores have been growing faster than other retail environments. Non-food value-based or discount retailers, like Dollar General, are expected to grow at an annual rate of 5.2% through to 2024. Food discount stores, like Lidl, are expected to grow at 4.9%. Conversely, supermarkets are forecast at 4.4%, and superstores at 2.7%. (Modern Retail, October 2019) Retail Construction: Just under 80 million sq. ft. of new retail space is under construction nationally in 2019; a drop from the last market peak in the years from 2007 to 2009, when an average of 140 million sq. ft. of retail space annually was under construction. That number fell during the recession and has continued to drop during the expansion phase of this cycle. From 2010 to 2012, an average of just under 60 million sq. ft. of retail space a year was under construction, CoStar reports. Since 2013, retail construction has rebounded: 2013 to 2018 saw an average of 90 million sq. ft., a high for this cycle. (National Real Estate Investor, October 2019) 2019 Holiday Season The holiday season is almost a full week shorter in 2019, with 26 days between Thanksgiving and Christmas, compared to 32 days in 2018. Forecast: Total retail sales are expected to climb between 4.5% and 5.0% for the holiday period, up from 3.1% in 2018. On-line sales are expected to grow in 2019 by 13% to $136 billion. (Deloitte, Sales Force) “Cash Back Day”: The new shopping holiday will give consumers up to 20% cash back on items purchased during that 24-hour period. https://www.retailmenot.com/cashback Click and Collect: Will drive last minute shopping; sales from mobile will account for more than half; 45 percent of sales will be on Amazon. Black Friday, Cyber Monday week will be 37% of total. More than half of holiday orders will include free shipping. (Practical Ecommerce, August 2019 (RetailMeNot, October 2019 and Sales Force, October 2019).) Online Sales Forecast: Will do well because the late Thanksgiving gives shoppers less time to make it out to the mall before Christmas. Online purchases will grow by 24% from one year ago. FedEx and UPS won’t charge extra for delivery around the holidays, unlike in years past. https://nrf.com/tag/holiday-sales Retailers View: The National Retail Federation expects holiday retail sales during November and December to increase between 3.8 percent and 4.2 percent over 2018 to a total of between $727.9 billion and $730.7 billion. The numbers, which exclude automobile dealers, gasoline stations and restaurants, compare with an average holiday sales increase of 3.7 percent over the previous five years. Effect of Tariff: The effect of tariffs on holiday spending, either directly or through consumer confidence, remains to be seen. Some holiday merchandise, including apparel, footwear and televisions, is subject to new tariffs that took effect September 1, and other products will have the tariffs applied on December 15. Retailers are using a myriad of mitigation tactics to limit the impact on consumers, and the impact will ultimately vary by company and product. Small businesses, in particular, have already been forced to raise prices. Holiday sales during 2018 totaled $701.2 billion, an unusually small increase of 2.1 percent over the year before amid a government shutdown, stock market volatility, tariffs and other issues. In-Store Shopping Forecast: In-store shopping dominates during the holidays. Online orders will equal just one-fifth of in-store purchases. Two-thirds will buy both in-store and online. A popular option: Ordering online and picking up in the store. This year, 60% of retailers will offer this method, up from 52% last year. It’s an opportunity for stores to sell more by getting customers in the door for more impulse buys. (Kiplinger, October 11, 2019) ATTACHMENT C ECONOMIC NEWS & TRENDS November 11, 2019 7 www.avenuinsights.com PART 4: AUTO SALES AND GASOLINE California: New Auto Sales for 2019: Predicted to fall below two million units in 2019. The state’s new vehicle market is predicted to decline 4.6 % from 2018 to 2019, which would be the third consecutive annual decline. Although the market is shifting lower, new vehicle registrations are well above average, based on historical standards. Used Cars: Up 5.2% thru June of 2019. Used light truck registrations were up 8.5% Registrations for 6 year old or newer vehicles were up 10.2% thru June. (https://www.cncda.org/wp-content/uploads/Cal- Covering-2Q-19.pdf. August 2019) California and National Gas Influences: Price as of November 6, 2019. California’s average is 4.076 (the average a year ago was $3.740). (American Automobile Association and GasBuddy). PART 5: RESTAURANT AND GROCERY TRENDS For September 2019: Dining and Food: The food index increased in September by 0.1%. Food at Home: The food at home index rose 0.6% over the last 12 months. Was unchanged in September after falling in each of the prior 3 months. Food Away From Home: Rose 0.3% in September after increasing 0.2% in August. Rose 3.2% over the last year. Full Services Meals: Increased 0.3% in September; and over the year, increased 3.6% and the index for limited service meals rose 3.0%. Selected Groups: The index for cereals and bakery products increased 0.5% after declining in August. The indexes for meats, poultry, fish, and eggs and for other food at home both increased 0.3%. The index for dairy and related products advanced 0.2%, and the index for nonalcoholic beverages rose 0.1%. These increases were offset by a decline in the index for fruits and vegetables, which fell 1.0% in September following a 0.5% decline in August. The indexes for fresh fruits and for fresh vegetables both declined in September. (https://www.bls.gov/news.release/cpi.nr0.htm, October 10, 2019) National Restaurant Association Restaurant 2030 Report/ 10 Year Outlook Key economic projections for 2030 include: Restaurant industry sales are expected to reach $1.2 trillion by 2030. The industry workforce will likely exceed 17 million by 2030. Total U.S. employment is projected to increase at an annual rate of 0.5% during the next decade. Total U.S. employment is expected to increase 8.5% between 2018 and 2030. The definition of “restaurant” will change as off- premises continues to drive industry growth: Guests will expect a seamless digital experience and want their preferences known at each interaction with a restaurant. As off-premises traffic and sales continue to accelerate, consumers will place a heightened importance on experiential dining for on-premises occasions. Areas to watch include: A greater proportion of meals will no longer be cooked at home, lending to the continued rise in delivery, virtual restaurants, subscription services, and grab-and-go at retail locations. Cloud kitchens will continue to grow, fueled by the expansion of centralized kitchens and the growth of online, delivery-only brands. Governments are likely to impose further regulation on third-party delivery. The restaurant of the future will be smaller in size. Smaller restaurants could incorporate more automated kitchen equipment and the typical kitchen layout may change. https://restaurant.org/restaurant-industry-2030-report, November 2019 Online Grocery Trends: Digital grocery sales in US are estimated to reach $59.5 billion by 2023 from $23.9 billion in 2018. 48% of US grocery shoppers currently purchase at least some of their groceries online and 59% intend to in 2019. 25% of US grocery shoppers plan to shop 40% or more of their grocery shopping online in 2019. https://www.invespcro.com/blog/us-online- grocery-shopping/ ATTACHMENT C ECONOMIC NEWS & TRENDS November 11, 2019 8 www.avenuinsights.com PART 6: SELECTED RETAIL UPDATES Sources: The Shelby Report; Plain Vanilla Shell, California Employment Development Department - Period Covered: July 17, 2019 to November 10, 2019. https://www.edd.ca.gov/jobs_and_training/warn/WARN _Report_for_7-1-2019_to_10-25-2019.pdf Albertsons: Partners with DogSpot for shoppers with dogs that might be otherwise left in the car. Abercrombie & Fitch: Will close up to 40 stores in 2019. Ashley Home Store: Celebrates 1,000th store opening. Avenue: 222 closures in 2019. Barneys: Closing 21 stores in 2019, including the San Francisco location. Bed Bath and Beyond: Closing 60 stores in 2019. Bath and Body Works: In 2019 plans for 60 closures. BJ’’s: Newport Beach location closed, November 2019. Blue Diamond: Opens new energy saving manufacturing facility in Salida. Chicos: Closing the first of at least 250 over four years. Chili’s: Milpitas location closed effective November 2019. Coffee Bean and Tea Leaf: Opening locations including a store in East Pasadena. Costco: Now operates 544 U.S. locations. Opened 10 new U.S. units and relocated two stores. CVS: Will close 75 retail stores in 2020 mostly through lease expirations; 46 will close in 2019. Dressbarn: 650 stores closing in 2019. ExtraMile: Opens 900th location in Carlsbad. Forever 21: Closing up to 178 in 2019. According to the EDD WARN report 1170 jobs will be lost. Gap: Closing the first up to 230 over two years. Game Stop: Closing up to 200 stores in 2019. Gelson’s: First grocery retailer to carry The Impossible Burger. Gymboree: 800 stores closing in 2019. Home Goods: Adding stores in other states. IHOP: Will open additional restaurants. J.C. Penny: Closing 27 stores in 2019. J. Crew: Closing 20 stores in 2019. Jared Jewelry: Closing 150 stores in 2019. Kmart: Closing 127 stores in 2019. Kohls: Closing 8 stores in 2019. Lifeway Christian: Closing 170 stores in 2019. Lord and Taylor: American’s oldest department store is closing 9 stores in 2019; has new partnership with Walmart which will offer 125 upscale brands. Lost Cajun: Named one of the top 50 emerging chains. Lowe’s: Closing 51 stores in 2019. Macy’s: Closing 6 stores in 2019; bringing in Pot Belly restaurants to some locations. Monroe: Will acquire nine tire and auto services stores in California. Nordstrom: Closing 6 stores in 2019. Stonetown location closed in September. Investing in its Rack stores. Office Depot: Closing 59 stores in 2019. Old Navy: To open 800 new stores as it splits from Gap. Party City: Closing 55 stores in 2019 Payless Shoe Source: Closing 2,100 stores in 2019 Performance Bicycles: Closing 102 stores in 2019. Pier 1 Imports: Closing more than 140 stores in 2019. Planet Fitness: Will open 225 stores this year; many are in former Sears and Toys R Us spaces. Potbelly: To close more stores this year than opens. Raley’s: Flags sugar content in pasta sauce. Rite Aid: California locations will give out free Thrifty ice cream with annual flu shot. Save Mart: City of Modesto location enters into partnership with Cannabidiol brand cbdMC. Sears: Closing 107 stores in 2019. Sprouts: Opening location in Vista and Lake Forest. Superior Grocers: Opens small format stores in Los Angeles. Target: Closing 6 stores in 2019; opening 30 new smaller locations; plans remodeling of 300 stores. Won’t raise prices over tariffs. Things Remembered: More than 200 closures in 2019. Top Shop: Closing 11 locations in 2019. Victoria Secret: Closing 53 stores in 2019. Walmart: Closing 18 non-California locations in 2019. On-line platform will offer 125 upscale brands. A Sacramento and Los Angeles location will close in December. In 2019, there are 6 fewer days between Thanksgiving and Christmas. See above Lords and Taylor. Walgreens: Closing 200 stores in 2019; to open more ‘small stores’ in large cities. Whole Foods: Open store in Long Beach with restaurant and bar; opens location in South Lake Tahoe. Z Gallerie: Closing 44 stores in 2019. Blue Font Includes Closings ATTACHMENT C City of Palo Alto (ID # 10868) City Council Staff Report Report Type: Informational Report Meeting Date: 12/16/2019 City of Palo Alto Page 1 Summary Title: Roth Building, 300 Homer Avenue Info Update Title: Status Update of the Roth Building and Partnership With the Palo Alto History Museum From: City Manager Lead Department: Administrative Services Recommendation This is an update to the status of staff work in partnership with the Palo Alto History Museum (PAHM) regarding the Roth Building at 300 Homer Avenue; no Council action is required. Background Last December (Report #9767) the City Council reviewed the status of the Roth Building project and directed staff, over the next six months, to validate the PAHM’s recent fundraising milestone of $1.75 million (the target set by Council in 2017). Council also directed staff to update the option and lease agreement, which had not been updated since 2007. On December 17, 2018, Council approved the following motion (9-0): A. Extend the deadline by six months for the Palo Alto History Museum (PAHM) to achieve the goal of raising $1.75 million as set by Council in 2017 (to allow for validation of PAHM fundraising); B. Direct Staff to revise and update the lease agreement between the Palo Alto History Museum and return to City Council in six months for approval; C. Adopt a Resolution designating the Roth Building as a park and committing to use the Roth Building consistent with park use for a period of no less than 20 years and making other representations to apply for historic preservation grant funds from the County of Santa Clara to rehabilitate the Roth Building roof; D. Transfer the $665,000 of Sea Scout Building Transferable Development Rights (TDRs) proceeds to the Roth Building Rehabilitation Reserve Fund; and E. Direct Staff to return to Council to dedicate $65,000 from the Council Contingency Fund to the Sea Scouts. In September, staff provided an update (Report #10600) including the announcement of the upcoming effort by an outside firm to validate the PAHM pledges and donations. City of Palo Alto Page 2 Discussion Additional time beyond the end of the calendar year is needed to complete the audit as well as the revised option and lease agreement. The new anticipated timeframe for returning to Council is within the 2020 fiscal year, ideally within the first quarter of calendar year 2020. Below are more detailed updates on the progress of staff work. Fundraising Goal Auditing The 2007 lease option agreement between the City and PAHM (which expired in 2018) included a requirement for staff to review and validate that required fundraising targets were met before PAHM could exercise the option, and staff has been proceeding consistent with that provision. Staff determined that assistance from an outside firm with experience and expertise in donations and fundraising audits and review was needed to assist staff in the review and certification of fundraising achievements as reported by the PAHM. Staff expanded the scope of the Council’s December direction and utilizing a firm will validate the entire fundraising amount of approximately $3.2 million and provide an assessment of the likelihood of collecting the written, verbal, and conditional pledges. After the completion of a solicitation process the City hired Macias Gini and O’Connell (MGO) to conduct the audit. MGO also conducts the City’s annual financial audit. MGO started work in October 2019 and expects to provide a draft report to the City by mid- December. MGO has conducted on-site interviews with the PAHM executive director and staff. Additionally, MGO obtained a copy of the donor database while preserving donor anonymity as requested by PAHM. Tasks that will be completed in November and December include: • Validate recorded pledges and donations • Categorize donations and pledges as collected, outstanding, form and conditions • Assess total funds available for Phase 1 – Roth building construction • Develop assessment and comments related to the collectability of pledges on the books • Research and provide best practices for ongoing monitoring and reporting of donations and pledges, including requirements for segregation of donations already received from operational expenses and other funds • Prepare comments and draft report Option and Lease Agreement An updated draft Option and Lease Agreement is near completion. Staff expects to have the draft in December and then will engage with stakeholders for feedback and refinement. PAHM continues work towards finding, and is expected to soon identify, an attorney to assist in their review of the agreement. Other Updates As previously reported, the City was successful in its grant application in 2018 and was awarded approximately $102,000 in funds to assist in the roof replacement costs as approved by the County Board of Supervisors schedule for late August. City of Palo Alto Page 3 The City in partnership with PAHM has submitted two new grant applications to the 2019 Santa Clara County Historical Grant Program. One grant is to provide additional funding for the roof replacement project and the other grant is to provide funding to preserve the art frescoes on the outside front wall of the building. These grants will be determined in 2020. PAHM currently holds an approved (in February 2019) building permit for the rehabilitation project. The building permit remains active and has been extended through February 2020. PAHM will initiate a second six-month extension of the building permit to adjust for timing of the Lease and Option Agreement review and approval by the City Council. Building permits may be extended up to three times. Staff recommended and the City Council approved a reappropriation of the FY 2019 City Council contingency in the amount of $65,000 to FY 2020 for the implementation of item E in the original motion. Last, recent health and safety concerns have been raised regarding access to the grounds of the Roth Building. The Public Works Department, in coordination with the Police Department, is considering options to address this need with temporary fencing. Option Agreement Sections Referenced Above 4.11 Sufficient Funds: MUSEUM shall have satisfied CITY’s Director of Administrative Services (the “Director of Administrative Services”) that it has sufficient funds and/or financial commitments to implement the Project as approved by CITY. Should the development of the PROPERTY be performed in phases, the requirement of this Section 4.11 shall apply only to the Phase I improvements. 4.12 Sufficient Security to Complete Project: MUSEUM, in accordance with Section XII (TENANT'S ASSURANCE OF CONSTRUCTION COMPLETION) of the Lease, shall have furnished to the Director of Administrative Services satisfactory evidence that assures CITY sufficient financial security will be made available to complete construction of the Project, as set forth in the approved Resource Impact Contract costs are being incurred to support the fundraising review which are not currently funded, however, staff is reviewing the ability to absorb these costs based on current tracking of expenses. Environmental Review This informational report is not a project under the California Environmental Quality Act (CEQA).